As filed with the Securities and Exchange Commission on May 15, 2017

Registration No. 333-217256

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

AMENDMENT NO. 1
TO
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

CAPITOL ACQUISITION HOLDING COMPANY LTD.

(Exact Name of Each Registrant as Specified in its Charter)

 

Cayman Islands		7372		N/A
(State or other jurisdiction of Incorporation or organization)		(Primary standard industrial classification code number)		(I.R.S. Employer Identification Number)

509 7 ^th Street, N.W.
Washington, D.C. 20004
(202) 654-7060

(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

Mark D. Ein
c/o Capitol Acquisition Corp. III
509 7 ^th Street, N.W.
Washington, D.C. 20004
(202) 654-7060

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With copies to:

David Alan Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 Telephone: (212) 818-8800 Fax: (212) 818-8881		Paul Sheridan, Esq. Latham & Watkins LLP 555 Eleventh Street, N.W. Washington, DC 20004 Telephone: (202) 637-2200 Fax: (202) 637-2201		Rolf Lindsay, Esq. Walkers Global 190 Elgin Avenue George Town, Grand Cayman KY1-9001 Cayman Islands Telephone: (345) 949-0100 Fax: (345) 949-7886		Stephen L. Ritchie, P.C. Mark A. Fennell, P.C. Dennis M. Myers, P.C. Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Fax: (312) 862-2200

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Agreement and Plan of Merger described in the included proxy statement/prospectus have been satisfied or waived.

If any of the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer x (Do not check if a smaller reporting company)		Smaller reporting company o 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 7(a)(2)(B) of the Securities Act. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

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CALCULATION OF REGISTRATION FEE

Title of each Class of Security being registered		Amount being Registered (1)				Proposed Maximum Offering Price Per Security (2)				Proposed Maximum Aggregate Offering Price (2)				Amount of Registration Fee
Ordinary Shares (3)			39,025,000			$	10.55			$	411,713,750			$	47,717.62
Ordinary Shares (4)			22,500,000			$	10.55			$	237,375,000			$	27,511.76
Total										$	649,088,750			$	75,229.38	(5)

(1)

All securities being registered will be issued by Capitol Acquisition Holding Company Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“ Holdings ”). In connection with the business combination described in the included proxy statement/prospectus: (a) all of the share capital and convertible preferred equity certificates of Canyon Holdings S.a r.l., a Luxembourg private limited liability company (“ Cision ”), shall be contributed to Holdings in exchange for shares and warrants of Holdings and (b) Capitol Acquisition Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“ Merger Sub ”), shall be merged with and into Capitol Acquisition Corp. III, a Delaware corporation (“ Capitol ”), with Capitol surviving the merger. As a result of the foregoing transactions, Holdings will become the public company, and the current security holders of Capitol and the owners of Cision will become security holders of Holdings.

(2)

Based on the market price on April 3, 2017 of the common stock of Capitol (the company to which the Registrant will succeed after the transactions described in this registration statement and enclosed proxy statement/prospectus).

(3)

Includes ordinary shares issuable in exchange for outstanding shares of common stock underlying units of Capitol, each such unit consisting of one share of common stock and one-half of one warrant.

(4)

Represents ordinary shares issuable upon exercise of outstanding Capitol warrants, each whole warrant entitling the holder to purchase one share of Capitol common stock at a price of $11.50 per share 30 days after Capitol’s successful completion of a business combination. Pursuant to the terms of the warrants, each such warrant will automatically entitle the holder to purchase one ordinary share of Holdings in lieu of one share of Capitol common stock upon consummation of the business combination.

(5)

Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION, DATED MAY 15, 2017
 
CAPITOL ACQUISITION CORP. III
509 7 ^th Street, N.W.
Washington, D.C. 20004
 
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON [•], 2017

TO THE STOCKHOLDERS OF CAPITOL ACQUISITION CORP. III:

NOTICE IS HEREBY GIVEN that an annual meeting of stockholders of Capitol Acquisition Corp. III (“ Capitol ”), a Delaware corporation, will be held at [•] a.m. eastern time, on [•], 2017, at the offices of Graubard Miller, counsel to Capitol, at The Chrysler Building, 405 Lexington Avenue, 11 ^th Floor, New York, New York 10174. You are cordially invited to attend the annual meeting, which will be held for the following purposes:

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These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Capitol common stock at the close of business on [•], 2017 are entitled to notice of the annual meeting and to vote and have their votes counted at the annual meeting and any adjournments or postponements of the annual meeting.

After careful consideration, Capitol’s board of directors has determined that the business combination proposal, the charter proposals, the director election proposal, the incentive plan proposal and the adjournment proposal are fair to and in the best interests of Capitol and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” each of the charter proposals, “FOR” the election of all of the persons nominated by Capitol’s management for election as directors, “FOR” the incentive plan proposal and “FOR” the adjournment proposal, if presented.

Consummation of the Transactions is conditional on approval of each of the business combination proposal, the charter proposals, the director election proposal and the incentive plan proposal. If any of the proposals is not approved, the other proposals will not be presented to stockholders for a vote.

All Capitol stockholders are cordially invited to attend the annual meeting in person. To ensure your representation at the annual meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of Capitol common stock, you may also cast your vote in person at the annual meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the annual meeting and vote in person, obtain a proxy from your broker or bank.

A complete list of Capitol stockholders of record entitled to vote at the annual meeting will be available for ten days before the annual meeting at the principal executive offices of Capitol for inspection by stockholders during ordinary business hours for any purpose germane to the annual meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the annual meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

/s/ Mark D. Ein

Mark D. Ein
Chairman of the Board and Chief Executive Officer

[•], 2017

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR CONVERSION RIGHTS, YOU MUST AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL AND DEMAND THAT CAPITOL CONVERT YOUR SHARES INTO CASH NO LATER THAN THE CLOSE OF THE VOTE ON THE BUSINESS COMBINATION PROPOSAL BY TENDERING YOUR STOCK TO CAPITOL’S TRANSFER AGENT PRIOR TO THE VOTE AT THE MEETING. SEE “ ANNUAL MEETING OF CAPITOL STOCKHOLDERS — CONVERSION RIGHTS ” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated [•], 2017 and is first being mailed to Capitol Acquisition Corp. III stockholders, together with Capitol’s annual report on Form 10-K for the year ended December 31, 2016, on or about [•], 2017.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on [•], 2017: Capitol’s proxy statement/prospectus and annual report to security holders are available at http://www.cstproxy.com/capitolacquisition/2017.

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commissions is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 15, 2017

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS OF

CAPITOL ACQUISITION CORP. III

 

PROSPECTUS FOR UP TO 39,025,000 ORDINARY SHARES
AND 22,500,000 ORDINARY SHARES
UNDERLYING WARRANTS
OF
CAPITOL ACQUISITION HOLDING COMPANY LTD.

 

The board of directors of Capitol Acquisition Corp. III, a Delaware corporation (“ Capitol ”), has unanimously approved the Agreement and Plan of Merger, dated as of March 19, 2017 and amended as of April 7, 2017 (“ Merger Agreement ”), by and among Capitol, Capitol Acquisition Holding Company Ltd., an exempted company incorporated in the Cayman Islands with limited liability and wholly-owned subsidiary of Capitol (“ Holdings ”), Capitol Acquisition Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“ Merger Sub ”), Canyon Holdings (Cayman) L.P., a Cayman Islands exempted limited partnership (“ Cision Owner ”), and Canyon Holdings S.a r.l., a Luxembourg private limited liability company (“ Cision ”) which, among other things, provides for(a) Cision Owner to contribute to Holdings all of the share capital and convertible preferred equity certificates in Cision in exchange for shares and warrants of Holdings (the “ Contribution and Exchange ”) and (b) Merger Sub to be merged with and into Capitol with Capitol being the surviving corporation in the merger (the “ Merger, ” together with the Contribution and Exchange and other transactions contemplated by the Merger Agreement, the “ Transactions ”). As a result of and upon consummation of the Transactions, Capitol and Cision will become wholly-owned subsidiaries of Holdings, which will change its name to “Cision Ltd.” as described in this proxy statement/prospectus, with Cision Owner and former securityholders of Capitol becoming securityholders of Holdings.

Pursuant to the Merger Agreement, each outstanding share of common stock of Capitol shall be converted into one ordinary share of Holdings. The outstanding warrants of Capitol shall, by their terms, automatically entitle the holders to purchase ordinary shares of Holdings upon consummation of the business combination. Accordingly, this prospectus covers an aggregate of 39,025,000 ordinary shares of Holdings and the 22,500,000 ordinary shares underlying such warrants of Holdings issuable to the stockholders of Capitol following consummation of the Transactions.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the annual meeting of stockholders of Capitol scheduled to be held on [•], 2017.

Capitol’s units, common stock and warrants are currently listed on the Nasdaq Capital Market under the symbols CLACU, CLAC and CLACW, respectively. Holdings intends to apply for listing under the name “Cision Ltd.”, to be effective at the time of the business combination, of its ordinary shares and warrants on the New York Stock Exchange under the proposed symbols CISN and CISNW, respectively. Holdings will not have units traded following consummation of the business combination. It is a condition of the consummation of the business combination that Holdings’ ordinary shares are approved for listing on a national securities exchange, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Transactions will not be consummated unless the listing condition set forth in the Merger Agreement is waived by the parties.

Each of Capitol and Holdings is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Transactions and other matters to be considered at the annual meeting of Capitol’s stockholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “ Risk Factors . ” These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [•], 2017, and is first being mailed to Capitol security holders on or about [•], 2017.

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FREQUENTLY USED TERMS			ii
SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS			1
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS			3
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			9
SELECTED HISTORICAL FINANCIAL INFORMATION			20
SELECTED UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS			21
COMPARATIVE PER SHARE DATA			23
RISK FACTORS			24
FORWARD-LOOKING STATEMENTS			51
ANNUAL MEETING OF CAPITOL STOCKHOLDERS			53
THE BUSINESS COMBINATION PROPOSAL			58
THE MERGER AGREEMENT			76
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			82
THE CHARTER PROPOSALS			92
THE DIRECTOR ELECTION PROPOSAL			94
EXECUTIVE COMPENSATION			101
THE INCENTIVE PLAN PROPOSAL			110
THE ADJOURNMENT PROPOSAL			115
OTHER INFORMATION RELATED TO CAPITOL			116
BUSINESS OF CISION			124
CISION’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			135
BENEFICIAL OWNERSHIP OF SECURITIES			158
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			162
DESCRIPTION OF HOLDINGS’ SECURITIES			166
PRICE RANGE OF CAPITOL SECURITIES AND DIVIDENDS			175
APPRAISAL RIGHTS			177
STOCKHOLDER PROPOSALS			177
OTHER STOCKHOLDER COMMUNICATIONS			177
EXPERTS			177
DELIVERY OF DOCUMENTS TO STOCKHOLDERS			178
WHERE YOU CAN FIND MORE INFORMATION			178

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FREQUENTLY USED TERMS

As used in this proxy statement/prospectus:

“ Annual meeting ” means the annual meeting of the stockholders of Capitol that is the subject of this proxy statement/prospectus;

“ Articles ” means the amended and restated memorandum and articles of association of Holdings;

“ Bulletin Intelligence ” means collectively Bulletin Intelligence, LLC, Bulletin News Network, LLC and Bulletin News Investment, LLC;

“ Business Combination ” or “ business combination ” means the Transactions contemplated by the Merger Agreement and related agreements;

“ Cision Owner ” means Canyon Holdings (Cayman) L.P., a Cayman Islands exempted limited partnership;

“ Citi ” means Citigroup Global Markets Inc.;

“ Code ” means the Internal Revenue Code of 1986, as amended;

“ Companies Law ” means the Companies Law of the Cayman Islands (2016 Revision);

“ Contribution and Exchange ” means the contribution by Cision Owner of all of its share capital and convertible preferred equity certificates in Cision in exchange for shares and warrants of Holdings;

“ CPECs ” means the convertible preferred equity certificates of Cision;

“ Designated Stock Exchange ” means any stock exchange or automated quotation system on which Holdings’s securities are then traded;

“ DGCL ” means the General Corporation Law of the State of Delaware;

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended;

“ FASB ” means the Financial Accounting Standards Board;

“ Gorkana ” means Discovery Group Holdings Ltd.;

“ GTCR ” means GTCR LLC and its affiliates;

“ Holdings ” means Capitol Acquisition Holding Company Ltd., an exempted company incorporated in the Cayman Islands with limited liability and wholly-owned subsidiary of Capitol;

“ Initial shares ” means the 8,125,000 shares of common stock of Capitol that were issued prior to Capitol’s initial public offering;

“ ISPs ” means internet service providers;

“ JOBS Act ” means the Jumpstart Our Business Startups Act;

“ Marcum ” means Marcum LLP, an independent registered public accounting firm, serving as Capitol’s auditors;

“ Merger ” means the merger of Merger Sub with and into Capitol with Capitol being the surviving entity in the merger;

“ Merger Agreement ” means the Agreement and Plan of Merger, dated as of March 19, 2017 and amended as of April 7, 2017, by and among Capitol, Holdings, Merger Sub, Cision Owner and Cision;

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“ Merger Sub ” means Capitol Acquisition Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings;

“ Nominating Agreement ” means that certain director nomination agreement to be entered into at or prior to the closing of the Transactions among Holdings, Cision Owner and certain investment vehicles affiliated with GTCR LLC;

“ PFIC ” means a passive foreign investment company;

“ Private warrants ” means the 8,250,000 warrants of Capitol sold to the Sponsors simultaneously with Capitol’s initial public offering;

“ PR ” means public relations;

“ PR Newswire ” means PRN Group;

“ Public shares ” means the shares of common stock included in the units issued in Capitol’s initial public offering;

“ Public stockholder ” means holders of public shares, including the Capitol Sponsors to the extent they hold public shares, provided , that the Capitol Sponsors will be considered a “public stockholder” only with respect to any public shares held by them;

“ PwC ” means PricewaterhouseCoopers LLP, an independent registered public accounting firm, serving as Cision’s auditors;

“ QEF ” means a qualified electing fund;

“ Registration Rights Agreement ” means the registration rights agreement to be entered into at or prior to the closing of the Transactions by Cision Owner and affiliates of Mark D. Ein and L. Dyson Dryden;

“ SaaS ” means software as a service;

“ SEC ” means the Securities and Exchange Commission;

“ Second Lien Credit Facility ” means Cision’s $370.0 million term loan facility entered into with Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and a syndicate of commercial lenders from time to time party thereto;

“ Securities Act ” means the Securities Act of 1933, as amended;

“ Sponsors ” means Capitol’s officers, directors and stockholders prior to Capitol’s initial public offering;

“ Sponsor Support Agreement ” means the Sponsor Support Agreement, dated as of March 19, 2017, entered into among the Sponsors, Capitol, Holdings, Cision and Cision Owner;

“ TPE ” means third-party evidence;

“ Transactions ” means (a) the Contribution and Exchange and (b) the Merger;

“ U.S. GAAP ” means generally accepted accounting principles in the United States;

“ Viralheat ” means Viralheat, Inc.;

“ Visible ” means Visible, Inc.;

“ Vocus ” means Vocus, Inc.;

“ VSOE ” means vendor-specific objective evidence; and

“ 2017 Plan ” means the 2017 Omnibus Incentive Plan of Holdings.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Annual Meeting and the proposals to be presented at the Annual Meeting, including with respect to the proposed business combination. The following questions and answers do not include all the information that is important to Capitol stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination and the voting procedures for the Annual Meeting.

Capitol will hold the annual meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed business combination and the other matters to be acted upon at the annual meeting. Stockholders should read it carefully.

Consummation of the Transactions is conditional on approval of each of the business combination proposal, the charter proposals, director election proposal and the incentive plan proposal. If any of the proposals is not approved, the other proposals will not be presented to stockholders for a vote.

The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

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On October 19, 2015, Capitol completed its initial public offering of units, with each unit consisting of one share of its common stock and one-half of one warrant, each whole warrant to purchase one share of common stock at a price of $11.50, raising total gross proceeds of approximately $325,000,000. Since the initial public offering, Capitol’s activity has been limited to the evaluation of business combination candidates.

Cision is a leading global provider of cloud-based earned media solutions. Cision delivers a sophisticated, easy-to-use platform for communicators to reach relevant media influencers and craft compelling campaigns that impact customer behavior. With rich monitoring and analytics, C3 arms brands with the insights they need to link their earned media to strategic business objectives, while aligning it with owned and paid channels. This platform enables companies and brands to build consistent, meaningful and enduring relationships with influencers and buyers in order to amplify their marketplace presence.

Based on its due diligence investigations of Cision and the industry in which it operates, including the financial and other information provided by Cision in the course of their negotiations in connection with the Merger Agreement, Capitol believes that Cision has a strong position in its industry, meaningful scale, a very appealing market opportunity and growth profile, strong profitability and a compelling valuation. As a result, Capitol believes that a business combination with Cision will provide Capitol stockholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “ The Business Combination Proposal — Capitol’s Board of Directors’ Reasons for Approval of the Business Combination. ”

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Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” will not be converted to cash.

Under Capitol’s amended and restated certificate of incorporation, the business combination may only be consummated if Capitol has at least $5,000,001 of net tangible assets after giving effect to all holders of public shares that properly demand conversion of their shares into cash. However, Cision is not required to consummate the Transactions if there is not at least $225,000,000 of cash available to be released from Capitol’s trust account after giving effect to payment of amounts that Capitol will be required to pay to converting stockholders upon consummation of the business combination and certain other fees and expenses described in the Merger Agreement.

Any request for conversion, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposal at the annual meeting. If you deliver your shares for conversion to Capitol’s transfer agent and later decide prior to the annual meeting not to elect conversion, you may request that Capitol’s transfer agent return the shares (physically or electronically). You may make such request by contacting Capitol’s transfer agent at the address listed at the end of this section.

Any corrected or changed proxy card or written demand of conversion rights must be received by Capitol’s transfer agent prior to the vote taken on the business combination proposal at the annual meeting. No demand for conversion will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the meeting.

If a holder of public shares votes for or against the business combination proposal and demand is properly made as described above, then, if the business combination is consummated, Capitol will convert these shares into a pro rata portion of funds deposited in the trust account. If you exercise your conversion rights, then you will be exchanging your shares of Capitol common stock for cash and will not be entitled to ordinary shares of Holdings upon consummation of the Transactions.

If you are a holder of public shares and you exercise your conversion rights, it will not result in the loss of any Capitol warrants that you may hold. Your whole warrants will become exercisable to purchase one ordinary share of Holdings in lieu of one share of Capitol common stock for a purchase price of $11.50 upon consummation of the business combination.

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Upon consummation of the Transactions, Capitol’s warrants, by their terms, will entitle holders to purchase ordinary shares of Holdings. Therefore, warrant holders need not deliver their warrants to Holdings at that time.

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Mr. L. Dyson Dryden
Capitol Acquisition Corp. III
509 7 ^th Street, N.W.
Washington, D.C. 20004
Tel: (202) 654-7060
Email: info@capitolacquisition.com

or:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Tel: (800) 662-5200 or banks and brokers can call collect at (203) 658-9400
Email: CLAC.info@morrowsodali.com

You may also obtain additional information about Capitol from documents filed with the SEC by following the instructions in the section entitled “ Where You Can Find More Information. ” If you are a holder of public shares and you intend to seek conversion of your shares, you will need to deliver your stock (either physically or electronically) to Capitol’s transfer agent at the address below prior to the vote at the annual meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mr. Mark Zimkind
Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Email: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the annual meeting, including the business combination, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/prospectus. The Merger Agreement is the legal document that governs the Transactions that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Merger Agreement.”

The Parties

Capitol

Capitol Acquisition Corp. III is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. Capitol was incorporated under the laws of Delaware on July 13, 2015.

On October 19, 2015, Capitol closed its initial public offering of 32,500,000 units, including the exercise of the over-allotment option to the extent of 2,500,000 units, with each unit consisting of one share of its common stock and one-half of one warrant, each whole warrant to purchase one share of its common stock at a purchase price of $11.50 commencing 30 days after the consummation of an initial business combination. The units from the initial public offering (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $325,000,000. Simultaneously with the consummation of the initial public offering and the exercise of the underwriters’ over-allotment option, Capitol consummated the private sale of 8,250,000 private warrants at $1.00 per warrant for an aggregate purchase price of $8,250,000. A total of $325,000,000, was deposited into the trust account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The initial public offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-206693) that became effective on October 13, 2015. As of [•], 2017, the record date, there was approximately $[•] held in the trust account.

Capitol’s units, common stock and warrants are listed on Nasdaq under the symbols CLACU, CLAC and CLACW, respectively.

The mailing address of Capitol’s principal executive office is 509 7 ^th Street, N.W., Washington, D.C. 20004. Its telephone number is (202) 654-7060. After the consummation of the business combination, its principal executive office will be that of Cision.

Holdings

Capitol Acquisition Holding Company Ltd. is a wholly-owned subsidiary of Capitol formed solely for the purpose of effectuating the Transactions described herein. Holdings was incorporated under the laws of the Cayman Islands as an exempted company on March 9, 2017. Holdings owns no material assets and does not operate any business.

The mailing address of Holdings’ principal executive office is 509 7 ^th Street, N.W., Washington, D.C. 20004. Its telephone number is (202) 654-7060. After the consummation of the business combination, its principal executive office will be that of Cision.

Merger Sub

Capitol Acquisition Merger Sub, Inc. is a wholly-owned subsidiary of Holdings formed solely for the purpose of effectuating the Merger described herein. Merger Sub was incorporated under the laws of Delaware as a corporation on March 9, 2017. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 509 7 ^th Street, N.W., Washington, D.C. 20004. Its telephone number is (202) 654-7060. After the consummation of the business combination, it will cease to exist.

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Cision Owner

Canyon Holdings (Cayman), L.P. is a partnership formed for the purpose of owning and acquiring Cision through a series of transactions. Cision Owner was formed under the laws of the Cayman Islands as an exempted limited partnership on February 11, 2014.

The mailing address of Cision Owner is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Its telephone number is (312) 922-2400. Upon the completion of the Transactions, Cision Owner will own approximately 68% of Cision Ltd.’s outstanding ordinary shares.

Cision

Cision is a leading global provider of cloud-based earned media solutions. Cision delivers a sophisticated, easy-to-use platform for communicators to reach relevant media influencers and craft compelling campaigns that impact customer behavior. With rich monitoring and analytics, C3 arms brands with the insights they need to link their earned media to strategic business objectives, while aligning it with owned and paid channels. This platform enables companies and brands to build consistent, meaningful and enduring relationships with influencers and buyers in order to amplify their marketplace presence.

Cision is a Luxembourg private limited liability company that was formed in February 2014 and commenced operations in April 2014.

The mailing address of Cision’s principal executive office is 130 East Randolph St. 7 ^th Floor, Chicago, IL 60601 and its telephone number is (866) 639-5087.

Emerging Growth Company

Each of Capitol and Holdings is an “emerging growth company,” as defined under the JOBS Act. As emerging growth companies, Capitol and Holdings are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain shareholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Capitol and Holdings have elected to take advantage of such extended transition period.

Holdings could remain an emerging growth company until the last day of Holdings’ fiscal year following October 19, 2020 (the fifth anniversary of the consummation of its predecessor’s initial public offering). However, if Holdings’ non-convertible debt issued within a three-year period or its total revenues exceed $1 billion or the market value of its ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, Holdings would cease to be an emerging growth company as of the following fiscal year.

The Business Combination Proposal

Structure of the Transactions

Pursuant to the Merger Agreement, a business combination between Capitol and Cision will be effected through the Contribution and Exchange, whereby all of the share capital and CPECs of Cision will be contributed by Cision Owner to Holdings, followed by the Merger, whereby Merger Sub will merge with and into Capitol, with Capitol surviving such Merger as a wholly-owned subsidiary of Holdings.

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Organizational Structure

The following diagram illustrates the organizational structure of Capitol, Cision and Holdings immediately prior to the Transactions:

The following diagram illustrates the structure of Holdco immediately following the Transactions.

Consideration to Cision Owner

In exchange for all of the share capital and CPECs of Cision, Cision Owner will receive 82,100,000 ordinary shares of Holdings and 2,000,000 warrants to purchase ordinary shares of Holdings (subject to adjustment).

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Cision Owner will also have the right to receive certain additional securities of Holdings upon the happening of certain events as described in more detail in this proxy statement/prospectus.

Consideration to Capitol Holders

Each outstanding share of common stock of Capitol shall be converted into one ordinary share of Holdings. The outstanding warrants of Capitol shall, by their terms, automatically entitle the holders to purchase ordinary shares of Holdings upon consummation of the business combination.

Pro Forma Ownership of Cision Owner and Capitol Holders

At the closing of the Transactions, Cision Owner will hold approximately 68% of the issued and outstanding ordinary shares of Holdings and current stockholders of Capitol will hold approximately 32% of the issued and outstanding shares of Holdings (assuming no holder of public shares exercises conversion rights).

After consideration of the factors identified and discussed in the section entitled “ The Business Combination Proposal — Capitol’s Board of Directors’ Reasons for Approval of the Transactions ,” Capitol’s board of directors concluded that the Transactions met all of the requirements disclosed in the prospectus for its initial public offering, including that such business had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Merger Agreement (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account). See the section entitled “ The Business Combination Proposal — Structure of the Transactions ” for more information.

Additional Matters Being Voted On

The Charter Proposals

In addition to voting on the business combination proposal, the stockholders of Capitol will vote on separate proposals to approve the following material differences between the constitutional documents of Holdings that will be in effect upon the closing of the Transactions and Capitol’s current amended and restated certificate of incorporation: (i) the name of the new public entity will be “Cision Ltd.” as opposed to “Capitol Acquisition Corp. III”; (ii) Holdings will have 480,000,000 authorized ordinary shares and 20,000,000 authorized preferred shares, as opposed to Capitol having 120,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; and (iii) Holdings’ constitutional documents do not include the various provisions applicable only to specified purpose acquisition corporations that Capitol’s amended and restated certificate of incorporation contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time). This vote, however, will not actually result in stockholders of Capitol approving Holdings' constitutional documents or amendments to Capitol's corporate governing documents but instead will simply approve the aforementioned material differences in the two sets of documents. See the section entitled “ The Charter Proposals .”

The Director Election Proposal

The stockholders of Capitol will also vote to elect seven directors who, upon consummation of the Transactions, will be the directors of Holdings. If management’s nominees are elected, L. Dyson Dryden and Stephen P. Master will be Class I directors serving until the general meeting of shareholders to be held in 2018, Stuart Yarbrough and Kevin Akeroyd will be Class II directors serving until the general meeting to be held in 2019 and Mark D. Ein, Mark M. Anderson and Philip A. Canfield will be Class III directors serving until the general meeting to be held in 2020 and, in each case, until their successors are elected and qualified. See the section entitled “ The Director Election Proposal .”

The Incentive Plan Proposal

The proposed 2017 Plan will reserve up to 6,100,000 ordinary shares of Holdings for issuance in accordance with the plan’s terms, subject to certain adjustments. The purpose of the plan is to provide Holdings’ and its subsidiaries’ officers, directors, employees and consultants who, by their position, ability and diligence are able to make important contributions to Holdings’ growth and profitability, with an incentive to assist Holdings in achieving its long-term corporate objectives, to attract and retain executive officers and other employees of outstanding competence and to provide such persons with an opportunity to acquire an equity interest in Holdings. The plan is attached as Annex C to this proxy statement. You are encouraged to read the plan in its entirety. See the section entitled “ The Incentive Plan Proposal .”

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The Adjournment Proposal

If Capitol is unable to consummate the business combination, Capitol’s board of directors may submit a proposal to adjourn the annual meeting to a later date or dates, if necessary. See the section entitled “ The Adjournment Proposal .”

Capitol Sponsors

As of [•], 2017, the record date for the Capitol annual meeting, the Capitol Sponsors, including Capitol’s officers, directors and stockholders prior to the initial public offering, beneficially owned and were entitled to vote an aggregate of 8,125,000 initial shares. These individuals and entities also purchased an aggregate of 8,250,000 private warrants simultaneously with the consummation of Capitol’s initial public offering. The initial shares currently constitute 20% of the outstanding shares of Capitol’s common stock.

In connection with the initial public offering and again pursuant to the Sponsor Support Agreement, each Capitol Sponsor agreed to vote the initial shares, as well as any shares of common stock acquired in the aftermarket, in favor of the business combination proposal. Each Capitol Sponsor has also indicated that he, she or it intends to vote his, her or its shares in favor of all other proposals being presented at the meeting and will have no conversion rights with respect to initial shares in the event a business combination is not effected in the required time period. Accordingly, the initial shares will be worthless if no business combination is consummated by Capitol. In connection with the initial public offering, the holders entered into an escrow agreement pursuant to which their initial shares are held in escrow and may not be transferred (subject to limited exceptions) until one year after the consummation of an initial business combination or earlier if, subsequent to the consummation of an initial business combination, (i) the last sales price of Capitol’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination or (ii) Capitol (or any successor entity) consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. This escrow arrangement will continue upon closing of the Transactions in accordance with its terms.

Date, Time and Place of Annual Meeting of Capitol’s Stockholders

The annual meeting of stockholders of Capitol will be held at [•]:00 a.m., Eastern time, on [•], 2017, at the offices of Graubard Miller, counsel to Capitol, at The Chrysler Building, 405 Lexington Avenue, 11 ^th Floor, New York, New York 10174, to consider and vote upon the business combination proposal, the charter proposals, the incentive plan proposal, the director election proposal and/or if necessary, the adjournment proposal to permit further solicitation and vote of proxies if Capitol is not able to consummate the Transactions.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the annual meeting if they owned shares of Capitol common stock at the close of business on [•], 2017, which is the record date for the annual meeting. Stockholders will have one vote for each share of Capitol common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Capitol warrants do not have voting rights. On the record date, there were 40,625,000 shares of Capitol common stock outstanding, of which 32,500,000 were public shares with the rest being held by the Capitol Sponsors.

Quorum and Vote of Capitol Stockholders

A quorum of Capitol stockholders is necessary to hold a valid meeting. A quorum will be present at the Capitol annual meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Capitol Sponsors hold 20% of the outstanding shares of Capitol common stock. Such shares,

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as well as any shares of common stock acquired in the aftermarket by the Capitol Sponsors, will be voted in favor of the proposals presented at the annual meeting. The proposals presented at the annual meeting will require the following votes:

Abstentions and broker non-votes will have the same effect as a vote “against” the business combination proposal and the charter proposals. With respect to the incentive plan proposal and adjournment proposal, if presented, abstentions will have the same effect as a vote “against” such proposals while broker non-votes will have no effect on such proposals. With respect to the director election proposal, abstentions and broker non-votes will have no effect on such proposal. Please note that holders of the public shares cannot seek conversion of their shares into cash unless they affirmatively vote for or against the business combination proposal.

Consummation of the Transactions is conditional on approval of each of the business combination proposal, the charter proposals and director election proposal. If any proposal is not approved, the other proposals will not be presented to the stockholders for a vote.

Conversion Rights

Pursuant to Capitol’s amended and restated certificate of incorporation, a holder of public shares may demand that Capitol convert such shares into cash if the business combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they (i) affirmatively vote either for or against the business combination proposal and (ii) demand that Capitol convert their shares into cash no later than the close of the vote on the business combination proposal by delivering their stock to Capitol’s transfer agent prior to the vote at the meeting. If the business combination is not completed, these shares will not be converted into cash. If a holder of public shares properly demands conversion and votes for or against the business combination proposal, Capitol will convert each public share into a full pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the business combination. As of [•], 2017, the record date, this would amount to approximately $[•] per share. If a holder of public shares exercises its conversion rights, then it will be exchanging its shares of Capitol common stock for cash and will no longer own the shares. See the section entitled “ Annual Meeting of Capitol Stockholders — Conversion Rights ” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will

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be restricted from seeking conversion rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder will not be converted to cash.

The business combination will not be consummated if Capitol has net tangible assets of less than $5,000,001 after taking into account holders of public shares that have properly demanded conversion of their shares into cash. Further, the Merger Agreement provides that Cision is not required to consummate the Transactions if immediately prior to the consummation of the Transactions, Capitol does not have at least $225,000,000 of cash available to be released from the trust account after giving effect to payment of amounts that Capitol will be required to pay to converting stockholders upon consummation of the Transactions and certain other fees and expenses. If Cision does not waive its termination right and Capitol has less than the required amount in trust, the Transactions will not be consummated.

Holders of Capitol warrants will not have conversion rights with respect to such securities.

Appraisal Rights

Capitol stockholders (including the initial stockholders) and Capitol warrant holders do not have appraisal rights in connection with the Transactions under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Capitol has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the annual meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “ Annual Meeting of Capitol Stockholders — Revoking Your Proxy .”

Interests of Capitol’s Directors and Officers in the Business Combination

When you consider the recommendation of Capitol’s board of directors in favor of approval of the business combination proposal, you should keep in mind that Capitol’s Sponsors, including its directors and executive officers, have interests in such proposal that are different from, or in addition to, your interests as a stockholder or warrant holder. These interests include, among other things:

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At any time prior to the annual meeting, during a period when they are not then aware of any material nonpublic information regarding Capitol or its securities, the Capitol Sponsors, Cision or Cision’s shareholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Capitol’s common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the shares entitled to vote at the annual meeting to approve the business combination proposal vote in its favor and that Capitol have in excess of the required amount to consummate the business combination under the Merger Agreement, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Capitol initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on Capitol’s common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the annual meeting.

If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the business combination proposal and other proposals to be presented at the annual meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that Capitol will have in excess of the required amount of cash available to consummate the business combination as described above.

As of the date of this proxy statement/prospectus, no agreements dealing with the above have been entered into. Capitol will file a Current Report on Form 8-K to disclose any arrangements entered into or significant

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purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Recommendation to Stockholders

Capitol’s board of directors believes that the business combination proposal and the other proposals to be presented at the annual meeting are fair to and in the best interest of Capitol’s stockholders and unanimously recommends that its stockholders vote “FOR” the business combination proposal, “FOR” each of the charter proposals, “FOR the director election proposal, “FOR” the incentive plan proposal and “FOR” the adjournment proposal, if presented.

Conditions to the Closing of the Business Combination

General Conditions

Consummation of the Transactions is conditioned on the Capitol stockholders approving the proposals by the required vote, and Capitol having at least $5,000,001 of net tangible assets remaining after the closing.

In addition, the consummation of the Transactions is conditioned upon, among other things, (i) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions shall be in force, (ii) all necessary permits, approvals, clearances, and consents of or filings with any governmental authorities shall have been obtained or made, as applicable, and the completion of necessary proceedings, (iii) the Articles of Holdings shall have been amended and restated in an agreed upon form, and (iv) the Registration Statement on Form S-4 of which this prospectus forms a part shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Form S-4 and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending.

Cision’s and Cision Owner’s Conditions to Closing

The obligations of Cision and Cision Owner to consummate the Transactions also are conditioned upon, among other things:

Capitol’s, Holdings’ and Merger Sub’s Conditions to Closing

The obligations of Capitol, Holdings and Merger Sub to consummate the Transactions are also conditioned upon, among other things, the accuracy of the representations and warranties of Cision and Cision Owner (subject to customary bring-down standards).

Termination

The Merger Agreement may be terminated at any time, but not later than the closing, as follows:

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Tax Consequences of the Business Combination

For a description of the material United States federal income tax consequences of the Transactions and the exercise of conversion rights, please see the information set forth in “ The Business Combination Proposal — Material United States Federal Income Tax Consequences of the Business Combination to Capitol Securityholders .”

Anticipated Accounting Treatment

The business combination will be accounted for as a “reverse merger” in accordance with U.S. GAAP. Under this method of accounting Capitol will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Cision comprising the ongoing operations of the combined entity, Cision’s senior management comprising the majority of the senior management of the combined company, and current shareholders of Cision having a majority of the voting power of the combined entity. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of Cision issuing stock for the net assets of Capitol, accompanied by a recapitalization. The net assets of Capitol will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of Cision.

Regulatory Matters

The Transactions are not subject to any additional federal or state regulatory requirement or approval, except for the filings with the State of Delaware and the Cayman Islands necessary to effectuate the Transactions.

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Selected Historical Financial Information — Capitol

Income Statement Data:		For the three months ended March 31, 2017				For the three months ended March 31, 2016				For the year ended December 31, 2016				Period from July 13, 2015 (inception) through December 31, 2015
Revenue		$	—			$	—			$	—			$	—
Loss from operations			(506,356	)			(477,521	)			(1,491,184	)			(141,984	)
Interest income			339,818				132,167				837,950				25,479
Net loss attributable to common shareholders			(166,538	)			(345,354	)			(653,234	)			(116,505	)
Basic and diluted net loss per share			(0.02	)			(0.04	)			(0.07	)			(0.01	)
Weighted average shares outstanding excluding shares subject to possible conversion – basic and diluted			9,814,869				9,680,095				9,735,456				9,098,268

Balance Sheet Data:		As of March 31, 2017				As of December 31, 2016				As of December 31, 2015
Working capital		$	954,276			$	670,814			$	824,048
Trust account, restricted			325,000,000				325,000,000				325,000,000
Total assets			326,316,348				325,859,105				325,900,502
Total liabilities			12,687,072				12,063,291				11,451,454
Value of common stock which may be redeemed for cash ($10.00 per share)			308,629,275				308,795,813				309,449,047
Stockholders’ equity			5,000,001				5,000,001				5,000,001

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Selected Historical Financial Information — Cision
(In thousands)

Statement of Operations Data:		For the three months ended March 31, 2017				For the three months ended March 31, 2016				For the year ended December 31, 2016				For the year ended December 31, 2015				Period April 14, 2014 (inception) to December 31, 2014
Revenue		$	145,818			$	77,704			$	467,772			$	333,958			$	170,114
Cost of revenue			45,066				28,537				162,583				125,006				74,552
Gross profit			100,752				49,167				305,189				208,952				95,562
Operating costs and expenses
Sales and marketing			27,290				16,536				92,594				71,603				56,029
Research and development			5,452				3,536				19,445				16,604				5,657
General and administrative			40,232				18,344				135,737				88,448				112,722
Amortization of intangible assets			21,011				11,555				77,058				59,914				22,065
Total operating costs and expenses			93,985				49,971				324,834				236,569				196,473
Operating income (loss)			6,767				(804	)			(19,645	)			(27,617	)			(100,911	)
Non operating income (losses)
Foreign exchange gains (losses)			(1,948	)			2,097				6,299				(10,886	)			(10,992	)
Equity in earnings of unconsolidated affiliate			—				—				241				—				—
Interest and other income, net			2,049				33				590				5,750				339
Interest expense			(36,915	)			(15,382	)			(117,997	)			(61,398	)			(28,408	)
Loss on extinguishment of debt			—				—				(23,591	)			—				—
Total non operating loss			(36,814	)			(13,252	)			(134,458	)			(66,534	)			(39,061	)
Loss before income taxes			(30,047	)			(14,056	)			(154,103	)			(94,151	)			(139,972	)
Provision for (benefit from) income taxes			(7,054	)			90				(55,691	)			(3,607	)			(31,010	)
Net loss		$	(22,993	)		$	(14,146	)		$	(98,412	)		$	(90,544	)		$	(108,962	)

Statements of Cash Flow Data:
Net cash provided by (used in):
Operating activities		$	12,838			$	14,182			$	(2,038	)		$	22,422			$	(50,804	)
Investing activities			(32,993	)			(3,243	)			(819,416	)			(10,664	)			(771,555	)
Financing activities			26,009				(1,333	)			827,764				(8,568	)			851,819

Balance Sheet Data:		As of March 31, 2017				As of December 31, 2016				As of December 31, 2015
Cash and cash equivalents		$	41,330			$	35,135			$	30,606
Total assets			1,815,015				1,787,068				918,930
Total liabilities			2,190,199				2,146,121				1,124,958
Mandatory redeemable stockholders’ equity			714				701				649
Total stockholders’ deficit			(375,898	)			(359,754	)			(206,677	)

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SELECTED UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined balance sheet as of March 31, 2017 combines the historical consolidated balance sheet of Cision as of March 31, 2017 with the historical consolidated balance sheet of Capitol as of March 31, 2017, giving effect to the Transactions as if they had been consummated as of that date.

The following unaudited pro forma condensed combined income statement for the three months ended March 31, 2017 combines the historical consolidated statement of operations of Cision for the three months ended March 31, 2017 with the historical consolidated statement of operations of Capitol for the three months ended March 31, 2017, giving effect to the Transactions as if they had occurred on January 1, 2016. The following unaudited pro forma condensed combined income statement for the year ended December 31, 2016 combines the historical consolidated statement of operations of Cision for the year ended December 31, 2016 with the historical statement of operations of Capitol for the year ended December 31, 2016, giving effect to the Transactions as if they had occurred on January 1, 2016.

The historical financial information of Cision was derived from the unaudited consolidated financial statements of Cision for the three months ended March 31, 2017 and the audited consolidated financial statements of Cision for the year ended December 31, 2016 included elsewhere in this proxy statement/prospectus. The historical financial information of Capitol was derived from the unaudited financial statements of Capitol for the three months ended March 31, 2017 and the audited financial statements of Capitol for the years ended December 31, 2016 included elsewhere in this proxy statement/prospectus. This information should be read together with Cision’s and Capitol’s financial statements and related notes, “ Cision’s and Capitol’s Unaudited Pro Forma Condensed Combined Financial Statements,” “Cision’s Management’s Discussion and Analysis of Financial Condition and Results of Operations ,” “ Other Information Related to Capitol — Capitol’s Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and other financial information included elsewhere in this proxy statement/prospectus.

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Transactions, are factually supportable and, with respect to the pro forma statement of operations, are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Transactions.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Cision and Capitol have not had any historical relationship prior to the Transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies. Other than the Transactions described in this proxy statement/prospectus, the unaudited pro forma condensed combined financial statements do not include pro forma adjustments for subsequent events as disclosed in the notes to Cision’s financial statements for the year ended December 31, 2016 and the three months ended March 31, 2017, as these are not related and/or directly attributable to the Transactions.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of conversions into cash of Capitol public shares:

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Selected Unaudited Pro Forma Financial Information
(dollars in thousands except per share amounts)

		Cision				Capitol				Pro Forma Combined Assuming No Conversions into Cash				Pro Forma Combined Assuming Maximum Conversions into Cash
Statement of Operations Data – Three months ended March 31, 2017
Revenues		$	145,818			$	—			$	145,818			$	145,818
Operating expenses			139,051				506				136,190				136,190
Operating income (loss)			6,767				(506	)			9,628				9,628
Net loss			(22,993	)			(166	)			(12,461	)			(14,110	)
Net loss per common share – basic and diluted							(0.02	)			(0.10	)			(0.13	)
Balance Sheet Data – As of March 31, 2017
Total current assets		$	148,428			$	1,316			$	148,824			$	148,824
Total assets			1,815,015				326,316				1,815,411				1,815,411
Total current liabilities			681,792				362				234,375				234,401
Total liabilities			2,190,199				12,687				1,463,602				1,543,606
Total stockholders’ equity (deficit)			(375,898	)			5,000				351,809				271,805

		Cision				Capitol				Pro Forma Combined Assuming No Conversions into Cash				Pro Forma Combined Assuming Maximum Conversions into Cash
Statement of Operations Data – Year Ended December 31, 2016
Revenues		$	467,772			$	—			$	467,772			$	467,772
Operating expenses			487,417				1,491				488,908				488,908
Operating loss			(19,645	)			(1,491	)			(21,136	)			(21,136	)
Net loss			(98,412	)			(653	)			(82,204	)			(86,075	)
Net loss per common share – basic and diluted							(0.07	)			(0.68	)			(0.78	)

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COMPARATIVE PER SHARE DATA

The following table sets forth the per share data of Capitol and Cision on a stand-alone basis and the unaudited pro forma condensed combined per share data for the year ended December 31, 2016 and the three months ended March 31, 2017 after giving effect to the Transactions, (1) assuming Capitol stockholders exercise conversion rights with respect to their public shares upon the consummation of the Transactions; and (2) assuming that Capitol public stockholders exercise their conversion rights with respect to a maximum of 8,567,753 public shares upon consummation of the Transactions.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Capitol and Cision and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited Capitol and Cision pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Capitol and Cision would have been had the companies been combined during the period presented.

		Cision				Capitol				Pro Forma Combined Assuming No Conversions into Cash				Pro Forma Combined Assuming Maximum Conversions into Cash
		(in thousands except share and per share amounts)
Three Months Ended March 31, 2017
Net loss		$	(22,993	)		$	(166	)		$	(12,461	)		$	(14,110	)
Stockholders’ equity (deficit) at March 31, 2017			(375,898	)			5,000				351,809				271,805
Weighted average shares outstanding – basic and diluted							9,814,869				121,090,690				110,380,999
Basic and diluted net loss per share							(0.02	)			(0.10	)			(0.13	)
Stockholders’ equity per share – basic and diluted – at March 31, 2017							0.51				2.91				2.46
Year Ended December 31, 2016
Net loss		$	(98,412	)		$	(653	)		$	(82,204	)		$	(86,075	)
Weighted average shares outstanding – basic and diluted							9,735,456				121,045,587				110,335,896
Basic and diluted net loss per share							(0.07	)			(0.68	)			(0.78	)

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Economic conditions and market factors, which are beyond our control, may adversely affect our business and financial condition.

Our business performance is impacted by a number of factors, including economic and market volatility, changes in PR and marketing spending patterns, budgets and priorities, general economic conditions in North America, Latin America, Europe, the Middle East and Asia, and other factors that are generally beyond our control. To the extent that global or national economic conditions weaken, our business is likely to be negatively impacted. Adverse market conditions could reduce customer demand for our services and the ability of our customers, suppliers and other counterparties to meet their obligations to us. A reduction in customer demand for our products and services due to economic conditions or other market factors could adversely affect our business, financial condition and operating results.

System limitations or failures could harm our business.

Our businesses depend on the integrity and performance of the technology, computer and communications systems supporting them. If our systems cannot expand to cope with increased demand or otherwise fail to perform, we could experience unanticipated disruptions in service, slower response times and delays in the introduction of new products and services. These consequences could result in service outages, financial losses, decreased customer service and satisfaction and regulatory sanctions. The solutions we provide are susceptible to telecommunication system failures, data corruption or virus attacks, and they have experienced systems failures and delays in the past and could experience future systems failures and delays. We have, for example, experienced temporary system outages and service degradation related to telecommunication and network provider interruptions, denial-of-service attacks and equipment failures. Although we currently maintain and expect to maintain multiple computer facilities that are designed to provide redundancy and back-up to reduce the risk of system disruptions and have facilities in place that are expected to maintain service during a system disruption, such systems and facilities may prove inadequate. If unanticipated events occur, we may need to expand and upgrade our technology, transaction processing systems and network infrastructure. We do not know whether we will be able to accurately project the rate, timing or cost of any increases, or expand and upgrade our systems and infrastructure to accommodate any increases in a timely manner.

While we have programs in place to identify and minimize our exposure to vulnerabilities and work in collaboration with the technology industry to share corrective measures with our business partners, we cannot guarantee that such events will not occur in the future. Any system issue that causes an interruption in services, decreases the responsiveness of our services or otherwise affects our services could impair our reputation, damage our brand name and negatively impact our business, financial condition and operating results.

Our business relies on continued access to content on similar terms.

Our business relies on continuous access to content, which is increasingly generated digitally or via social media. If content providers impose onerous terms for accessing content, refuse to do business with us or move their content behind digital paywalls without providing access to us, our future financial performance may be adversely affected. Such changes could impact our operations and could have an adverse effect on our future financial performance or position.

A loss of access to licensed content, technology or services could negatively affect our business.

We rely on third parties to license their technology and provide or make available certain data for our information databases, our news monitoring service and our social media monitoring service. Losing access to licensed technology and content, such as broadcast content, news outlets and social media platforms, could result in delays in the provision of our services until we develop, identify, license and integrate equivalent technology or content. These third parties may not renew agreements to provide licenses to us or may increase the price they charge for their licenses. Additionally, the quality of the technology content provided to us may not be acceptable to us and we may need to enter into agreements with additional third parties. Third-party licenses may not continue to be available to us on commercially reasonable or competitive terms, if at all. Any delay in the provision of our services could damage our business and adversely affect our results of

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operations by forcing customers to seek out other suppliers that can provide access to their desired licensed content. In the event we are unable to use such third-party technology or content or are unable to enter into agreements with third parties, current customers may not renew their subscription agreements with us or continue purchasing solutions from us, and it may be difficult to acquire new customers.

We rely on third parties to perform certain functions, and our business could be adversely affected if these third parties fail to perform as expected. We rely on third parties for regulatory, data center, data storage, data content, clearing and other services. To the extent that any of our vendors or other third-party service providers experience difficulties, materially change their business relationship with us or is unable for any reason to perform their obligations, our business or our reputation may be materially adversely affected.

We must continue to introduce new products, initiatives and enhancements to maintain our competitive position.

The PR software and media intelligence industries are characterized by rapidly changing technology, evolving industry and regulatory standards, new product and service introductions, frequent enhancements to existing products and services, the emergence of competitors, the adoption of new services and products and changing customer demands, needs and preferences. We must complete development of, successfully implement and maintain platforms that have the functionality, performance, capacity, reliability and speed required by our business, as well as by our customers. While we intend to launch new products and initiatives and continue to explore and pursue opportunities to strengthen our business and grow our company, we may not be able to keep up with rapid technological and other competitive changes affecting our industry. For example, we must continue to enhance our platforms to remain competitive, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as expected. If we are unable to develop our platforms to include other products and markets, or if our platforms do not have the required functionality, performance, capacity, reliability and speed required by our customers, we may not be able to compete successfully. We may spend substantial time and money developing new products and initiatives. If these products and initiatives are not successful, we may not be able to offset their costs, which could have an adverse effect on our business, financial condition and operating results. Further, our failure to anticipate or respond adequately to changes in technology and customer preferences or any significant delays in product development efforts, could have a material adverse effect on our business, financial condition and operating results.

In our technology operations, we have invested substantial amounts in the development of system platforms and in the rollout of our platforms. For the year ended December 31, 2016, we spent $19.5 million on research and development activities and $11.7 million in capitalized software development costs, and such figures may increase in the future as we strive to develop new products and solutions for our customers. Although investments are carefully planned, there can be no assurance that the demand for such platforms will justify the related investments and that the future levels of transactions executed on these platforms will be sufficient to generate an acceptable return on such investments. We also cannot guarantee that we will be able to compete effectively with new vendors, or that products, services or technologies developed by others will not render our services non-competitive or obsolete. If we fail to generate adequate revenue from planned system platforms or new products or services, or if we fail to do so within the envisioned timeframe, it could have an adverse effect on our results of operations and financial condition. In addition, customers may delay purchases in anticipation of new products or enhancements.

Our credit facilities contain restrictive covenants that may restrict our ability to take certain actions or capitalize on business opportunities.

Our credit facilities contain operating covenants and financial covenants that may limit management’s discretion with respect to certain business matters. Among other things, these covenants will restrict our ability to incur additional debt, pay dividends, redeem stock, change the nature of our business, sell or otherwise dispose of assets, make acquisitions or investments, and merge or consolidate with other entities. As a result of these covenants and restrictions, we will be limited in how we conduct our business and we may be unable to raise additional debt or other financing to compete effectively or to take advantage of new business opportunities. In addition, our credit facilities contain covenants that require us to comply with a number of financial ratios, the breach of which could trigger a default that could, in turn, trigger defaults under other

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debt obligations. The terms of any future indebtedness we may incur could include more restrictive covenants. Failure to comply with such restrictive covenants may lead to default and acceleration under our credit facilities and may impair our ability to conduct business. We may not be able to maintain compliance with these covenants in the future and, if we fail to do so, we may be unable to obtain waivers from the lenders and/or amend the covenants. See “Cision’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for a description of our credit facilities.

We will need to invest in our operations to maintain and grow our business and to consummate and integrate acquisitions, and we may need additional funds, which may not be readily available.

We depend on the availability of adequate capital to maintain and develop our business. Although we believe that we can meet our current capital requirements from internally generated funds, cash on hand and available borrowings under our revolving credit facility, we may finance future acquisitions by issuing additional equity and/or debt, and if the capital and credit markets experience volatility, access to capital or credit may not be available on terms acceptable to us or at all. Limited access to capital or credit in the future could have an impact on our ability to refinance debt, maintain our credit rating, meet our regulatory capital requirements, engage in strategic initiatives, make acquisitions or strategic investments in other companies or react to changing economic and business conditions. If we are unable to fund our capital or credit requirements, it could have an adverse effect on our business, financial condition and operating results.

In addition to our debt obligations, we will need to continue to invest in our operations for the foreseeable future to integrate acquired businesses and to fund new initiatives. If we do not achieve the expected operating results, we will need to reallocate our cash resources. This may include borrowing additional funds to service debt payments, which may impair our ability to make investments in our business or to integrate acquired businesses.

Should we need to raise funds by issuing additional equity, our equity holders will suffer dilution. In addition, announcement or implementation of future transactions by us or others could have a material effect on the price of our equity. Should we need to raise funds by incurring additional debt, we may become subject to covenants even more restrictive than those contained in our credit facilities, the indentures governing our notes and our other debt instruments. The issuance of additional debt could increase our leverage substantially. We could face financial risks associated with incurring additional debt, particularly if the debt results in significant incremental leverage. Additional debt may reduce our liquidity, curtail our access to financing markets, impact our standing with credit agencies and increase the cash flow required for debt service. Any incremental debt incurred to finance an acquisition could also place significant constraints on the operation of our business. Furthermore, if adverse economic conditions occur, we could experience decreased revenues from our operations which could affect our ability to satisfy financial and other restrictive covenants to which we are subject under our existing indebtedness.

We may not be able to successfully integrate acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions and anticipated cost savings.

We must rationalize, coordinate and integrate the operations of our acquired businesses, including PR Newswire, Bulletin Intelligence and other acquisitions we make in the future. This process involves complex technological, operational and personnel-related challenges, which are time-consuming and expensive and may disrupt our business. The difficulties, costs and delays that could be encountered may include:

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For these reasons, we may not achieve the anticipated financial and strategic benefits from our acquisitions. Actual cost savings and synergies may be lower than we expect and may take a longer time to achieve than we anticipate, and we may fail to realize the anticipated benefits of acquisitions.

A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.

Because certain of our solutions are cloud-based, the amount of data that we store for our customers on our servers is ever-increasing. Any person who circumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant costs to protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent security breaches, or well-publicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.

Certain laws and regulations regarding data privacy and security affecting our customers impose requirements regarding the privacy and security of information maintained by these customers, as well as notification to persons whose personal information is accessed by an unauthorized third party. We are also required to keep our employees’ personal data private and secure. Other proposed legislation could, if enacted, prohibit or limit the use of certain technologies that track individuals’ activities on web pages, in emails or on the Internet. In addition to government activity, privacy advocacy groups and the technology and marketing industries are considering various new, additional or different self-regulatory standards that may place additional burdens on us or our customers, which could reduce demand for our solutions. As a result of any continuing legislative initiatives and customer demands, we may have to modify our operations with the goal of further improving data security. The cost of compliance with these laws and regulations is high and is likely to increase in the future. Any such modifications may result in increased expenses and operating complexity, and we may be

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unable to increase the rates we charge for our services sufficiently to offset these increases. Any failure on our part to comply with these laws and regulations can result in negative publicity and diversion of management time and effort and may subject us to significant liabilities and other penalties.

If customer confidential information, including material non-public information, or employee personal data is inappropriately disclosed due to a breach of our computer systems, system failures or otherwise, or if any person, including any of our employees, negligently disregards or intentionally breaches controls or procedures with which we are responsible for complying with respect to such data or otherwise mismanages or misappropriates that data, we may have substantial liabilities to our clients. Any incidents with respect to the handling of such information could subject us to litigation or indemnification claims with our clients and other parties. In addition, any breach or alleged breach of our confidentiality agreements with our clients may result in termination of their engagements, resulting in associated loss of revenue and increased costs.

Our global profile may place us at greater risk for a cyberattack or other security incidents.

Our systems and operations are vulnerable to damage or interruption from security breaches, hacking, data theft, denial of service attacks, human error, natural disasters, power loss, fire, sabotage, terrorism, computer viruses, intentional acts of vandalism and similar events. Given our position in the global PR and media intelligence industry, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events.

While we continue to employ resources to monitor our systems and protect our infrastructure, these measures may prove insufficient depending upon the attack or threat posed. Any system issue, whether as a result of an intentional breach or a natural disaster, could damage our reputation and cause us to lose customers, experience lower transaction volumes or values, incur significant liabilities or otherwise have a negative impact on our business, financial condition and operating results. Any system breach may go undetected for an extended period of time. We also could incur significant expense in addressing any of these problems and in addressing related data security and privacy concerns.

Damage to our reputation or brand name could have a material adverse effect on our businesses.

One of our competitive strengths is our strong reputation and brand name. We believe that developing and maintaining awareness of our brands and avoiding damage to our reputation is critical to our business. Successful promotion of our brands will depend largely on our ability to provide reliable and useful products and solutions. Various other issues may give rise to reputational risk, including issues relating to:

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If we fail to successfully promote and maintain our brands and protect our reputation, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brands, we may fail to attract new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building and brand-maintaining efforts, and our business could suffer.

We may be required to recognize impairments of our goodwill, intangible assets or other long-lived assets in the future.

In accordance with U.S. GAAP, we account for the completion of our acquisitions using the acquisition method of accounting. We allocate the total estimated purchase prices to net tangible assets, amortizable intangible assets and indefinite-lived intangible assets, and based on their fair values as of the date of completion of the acquisitions, recording the excess of the purchase price over those fair values as goodwill. Our financial results, including earnings per share, could be adversely affected by a number of financial adjustments required by U.S. GAAP. For example, we may have additional depreciation expense as a result of recording acquired tangible assets at fair value as compared to book value as recorded, or we may incur certain adjustments to reflect the financial condition and operating results under U.S. GAAP and in U.S. dollars.

Our business acquisitions typically result in the recording of goodwill and intangible assets, and the recorded values of those assets may become impaired in the future. As of March 31, 2017, goodwill totaled approximately $1,088.1 million and other intangible assets, net of accumulated amortization, totaled approximately $519.1 million. The determination of the value of such goodwill and intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements.

We assess goodwill and intangible assets, as well as other long-lived assets, including equity and cost method investments, and property and equipment for impairment on an annual basis or more frequently if indicators of impairment arise. We estimate the fair value of such assets by assessing many factors, including historical performance, capital requirements and projected cash flows. Considerable management judgment is necessary to project future cash flows and evaluate the impact of expected operating and macroeconomic changes on these cash flows. Although the estimates and assumptions we use are consistent with our internal planning process, there are inherent uncertainties in these estimates.

In addition, we may experience future events that may result in asset impairments. Future disruptions to our business, prolonged economic weakness or significant declines in operating results at any of our reporting units or businesses may result in impairment charges to goodwill, intangible assets or other long-lived assets. A significant impairment charge in the future could have a material adverse effect on our operating results.

We may experience fluctuations in our operating results, which may adversely affect the market price of our ordinary shares.

We have experienced, and expect to continue to experience, fluctuations in our quarterly revenues and results of operations. For example, we experience fluctuations in our revenue and earnings as we integrate new acquisitions and based on the seasonal impact of corporate reporting. This and other factors may contribute to fluctuations in our results of operations from quarter to quarter. A high percentage of our operating expenses, particularly personnel and rent, are relatively fixed in advance of any particular quarter. As a result, unanticipated variations in our operating results may cause us to run our operations inefficiently over a period of time, which could have an adverse effect on our results of operations.

We are the subject of continuing litigation and governmental inquiries.

We are subject to various legal proceedings, governmental inquiries and claims that arise in the ordinary course of business and otherwise. Any claims asserted against us, regardless of merit or eventual outcome, could harm our reputation and have an adverse impact on our reputation, brand and relationships with our customers and other third parties and could lead to additional related claims. Certain claims may seek

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injunctive relief and regulators, as part of settlements or otherwise, may seek to modify our products or services, which could disrupt the ordinary conduct of our business and operations, reduce our revenues or increase our cost of doing business. Any response to any such litigation or governmental investigation or claim may cause us to incur significant legal expenses. Substantial recovery against us or fines or penalties could have a material adverse impact on us, and unfavorable rulings, findings or recoveries in the other proceedings could have a material adverse impact on the operating results of the period in which the ruling or recovery occurs. See “ Business of Cision — Legal Proceedings .”

Insurance may be insufficient to cover our liabilities.

Although we maintain global general liability insurance, including coverage for errors and omissions and employment practices, this coverage may be inadequate, or may not be available in the future on acceptable terms, or at all. In addition, we cannot provide assurance that these policies will cover any claim against us for loss of data or other indirect or consequential damages and defending a suit, regardless of its merit, could be costly and divert management’s attention.

Failure to protect our intellectual property rights could harm our brand-building efforts and ability to compete effectively.

To protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates, clients, strategic partners and others. The protective steps that we take may be inadequate to deter misappropriation of our proprietary information. Third parties may challenge, circumvent, infringe or misappropriate our intellectual property, or such intellectual property may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of service offerings or other competitive harm. For example, competitors may try to use brand names confusingly similar to ours for similar services in order to benefit from our brand’s value. Others, including our competitors, may independently develop similar technology, duplicate our services or design around our intellectual property and, in such cases, we could not assert our intellectual property rights against such parties. Further, our contractual arrangements may not effectively prevent disclosure of our confidential information or provide an adequate remedy in the event of unauthorized disclosure of our confidential information, and we may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights.

We have registered, or applied to register, our trademarks in the United States and in over 25 foreign jurisdictions. We also maintain copyright protection on our tangible materials and pursue patent protection for software products, inventions and other processes developed by us. We also hold a number of patents, patent applications and licenses in the United States and other foreign jurisdictions. Effective trademark, copyright, patent and trade secret protection may not be available in every country in which we offer our services. Failure to protect our intellectual property adequately could harm our brand and affect our ability to compete effectively. Further, defending our intellectual property rights could result in the expenditure of significant financial and managerial resources.

Third parties may assert intellectual property rights claims against us, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies, trademarks or other intellectual property.

We may be subject to costly litigation if our services and technology are alleged to infringe upon or otherwise violate a third party’s proprietary rights. Third parties may have, or may eventually be issued, patents that could be infringed by our products, services or technology. Any of these third parties could make a claim of infringement against us with respect to our products, services or technology. We may also be subject to claims by third parties for patent, copyright or trademark infringement, breach of license or violation of other third-party intellectual property rights. Any intellectual property claims, with or without merit, could be expensive to litigate or settle and could divert management resources and attention. Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe or violate the rights of others, enter into costly settlement or license agreements, pay costly damage awards, face a temporary or permanent injunction prohibiting us from marketing or selling

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certain of our products or services or purchase licenses from third parties, any of which could adversely affect our business, financial condition and operating results. Additionally, in recent years, individuals and groups have been purchasing intellectual property assets for the sole purpose of making claims of infringement or other violations and attempting to extract settlements from companies like ours. Claims of intellectual property infringement or violation also might. Even if we have an agreement for indemnification against such costs, the indemnifying party, if any in such circumstances, may be unable to uphold its contractual obligations. If we cannot or do not license the infringed technology on reasonable terms or substitute similar technology from another source, our revenue and earnings could be adversely impacted.

Future acquisitions, investments, partnerships and joint ventures may require significant resources and/or result in significant unanticipated losses, costs or liabilities.

Over the past several years, acquisitions have been significant factors in our growth. Although we cannot predict our rate of growth as the result of acquisitions with complete accuracy, we believe that additional acquisitions and investments or entering into partnerships and joint ventures will be important to our growth strategy. Such transactions may be material in size and scope. There can be no assurances that we will be able to complete suitable acquisitions for a variety of reasons, including the identification of and competition for acquisition targets, the need for regulatory approvals, the inability of the parties to agree to the structure or purchase price of the transaction, competition from competitors interested in making similar acquisitions and our inability to finance the transaction on commercially acceptable terms. Therefore, we cannot be sure that we will be able to complete future transactions on terms favorable to us.

Furthermore, any future acquisitions or investments in businesses or facilities could entail a number of additional risks, including:

Changes in tax laws, regulations or policies, tax rates or tax assets and liabilities could have a material adverse effect on our financial results.

As a global company, we, like other corporations, are subject to taxes at the U.S. federal, state and local levels, as well as in non-U.S. jurisdictions. Significant judgment is required to determine and estimate worldwide tax liabilities. Changes in tax laws, regulations or policies and the amount and composition of pre-tax income in countries with differing tax rates or valuation of our deferred tax assets and liabilities could result in us having to pay higher taxes, which would in turn reduce our net income.

We are subject to potential regular examination by the Internal Revenue Service and other tax authorities, and from time to time we initiate amendments to previously filed tax returns. We regularly assess the likelihood of favorable or unfavorable outcomes resulting from these examinations and amendments to determine the adequacy of our provision for income taxes, which requires estimates and judgments. Although we believe our tax estimates are reasonable, we cannot assure you that the tax authorities will agree with such estimates. We may have to engage in litigation to achieve the results reflected in the estimates, which may be time-consuming and expensive. We cannot assure you that we will be successful or that any final determination will not be materially different from the treatment reflected in our historical income tax provisions and accruals, which could materially and adversely affect our financial condition and results of operations.

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In addition, some of our subsidiaries are subject to tax in the jurisdictions in which they are organized or operate. In computing our tax obligation in these jurisdictions, we take various tax positions. We cannot assure you that upon review of these positions the applicable authorities will agree with our positions. A successful challenge by a tax authority could result in additional tax imposed on our subsidiaries. Our non-U.S. businesses operate in various international markets, particularly emerging markets that are subject to greater political, economic and social uncertainties than developed countries. In certain of the countries in which we operate, tax authorities may exercise significant discretionary and arbitrary powers to make tax demands or decline to refund payments that may be due to us as per tax returns. As a result, applicable tax laws in jurisdictions where we do business could have a material adverse effect on our financial condition and results of operations.

Because we have operations across a number of international regions, we are exposed to currency risk.

A significant portion of our revenues are denominated in foreign currency. For the year ended December 31, 2016, 32% of our revenues were denominated in foreign currencies. In addition, a significant portion of our expenses are incurred in the local currencies of the countries in which we operate, including British Pound, the Euro, Swedish Krona and the Canadian Dollar. We have operations in the United States (our headquarters), Europe, the Americas and a number of other foreign countries. For financial reporting purposes, we translate all non-U.S. denominated transactions into U.S. dollars in accordance with U.S. GAAP. We therefore have significant exposure to exchange rate movements between the Pound, Euro, Kroner and Canadian Dollar and other foreign currencies towards the U.S. dollar. Fluctuations in exchange rates also affect the value of funds held by our foreign subsidiaries. Significant inflation or disproportionate changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic conditions, acts of war or terrorism, changes in governmental monetary or tax policy or changes in local interest rates. These exchange rate differences will affect the translation of our non-U.S. results of operations and financial condition into U.S. dollars as part of the preparation of our consolidated financial statements.

Our reported financial results may be adversely affected by changes in U.S. GAAP.

U.S. GAAP is subject to interpretation by the FASB, the American Institute of Certified Public Accountants, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations, including changes related to revenue recognition, could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

A substantial portion of our revenue is derived from subscription or recurring revenue streams, and if our existing subscription customers elect not to renew these agreements, renew these agreements for fewer services, or renew these agreements for less expensive services, our business, financial condition and results of operations will be adversely affected.

A substantial portion of our solutions are sold pursuant to subscription agreements, and our customers have no obligation to renew these agreements. For the year ended December 31, 2016, subscription or recurring revenue streams represented approximately 82% of our revenues. As a result, we may not be able to consistently and accurately predict future renewal rates. Our subscription customers’ renewal rates may decline or fluctuate or our subscription customers may renew for fewer services or for less expensive services as a result of a number of factors, including their level of satisfaction with our solutions, budgetary or other concerns, and the availability and pricing of competing products. If large numbers of existing subscription customers do not renew these agreements, or renew these agreements on terms less favorable to us, and if we cannot replace or supplement those non-renewals with new subscription agreements generating the same or greater level of revenue, our business, financial condition and results of operations will be adversely affected.

Because we recognize subscription revenue over the term of the applicable subscription agreement, the lack of subscription renewals or new subscription agreements may not be immediately reflected in our operating results.

We recognize revenue from our subscription customers over the terms of their subscription agreements. A significant portion of our quarterly revenue usually represents deferred revenue from subscription agreements

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entered into during previous quarters. As a result, a decline in new or renewed subscription agreements in any one quarter will not necessarily be fully reflected in the revenue for the corresponding quarter but will negatively affect our revenue in future quarters. Additionally, the effect of significant downturns in sales and market acceptance of our solutions may not be fully reflected in our results of operations until future periods. Our model also makes it difficult for us to rapidly increase our subscription-based revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term.

Because our cloud-based platform is sold to enterprises that often have complex operating environments, we may encounter long and unpredictable sales cycles, which could adversely affect our operating results in a given period.

Our ability to increase revenue and achieve profitability depends, in large part, on widespread acceptance of our cloud-based platform by enterprises. As we target our sales efforts at these customers, we face greater costs, longer sales cycles and less predictability in completing some of our sales. As a result of the variability and length of the sales cycle, we have limited ability to forecast the timing of sales. A delay in or failure to complete sales could harm our business and financial results, and could cause our financial results to vary significantly from period to period. Our sales cycle varies widely, reflecting differences in potential customers’ decision-making processes, procurement requirements and budget cycles, and is subject to significant risks over which we have little or no control, including:

Our typical direct sales cycles for more substantial enterprise customers can often be long, and we expect that this lengthy sales cycle may continue or could even increase as our products become more complex and we are asked to tailor our solutions to our enterprise customer needs. Longer sales cycles could cause our operating results and financial condition to suffer in a given period. If we cannot adequately scale our direct sales force, we will experience further delays in signing new customers, which could slow our revenue growth.

The estimates of market opportunity and forecasts of market growth included in this proxy statement/prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Even if the market in which we compete meets the size estimates and growth forecasted in this prospectus, our business could fail to grow at similar rates, if at all. For more information regarding the estimates of market opportunity and the forecasts of market growth included in this proxy statement/prospectus, See the section entitled “ Business of Cision — Industry .”

Our revenue growth rate in recent periods, which depends in part on the success of our efforts to sell and cross-sell additional services to existing customers, may not be indicative of our future performance.

The success of our strategy is dependent, in part, on the success of our efforts to sell and cross-sell additional services, whether internally developed or acquired in an acquisition, to our existing customers. These customers might choose not to expand their use of or make additional purchases of our solutions or may choose to diversify the PR solution providers with which they do business. If we fail to generate additional business from our current customers, our revenue could grow at a slower rate or decrease. Our historical revenue growth rates are not indicative of future growth, and we may not achieve similar revenue growth rates in future periods. You should not rely on our revenue for any prior quarterly or annual periods as an indication of our future revenue or revenue growth. Our operating results may vary as a result of a number of factors, including our ability to execute on our business strategy and compete effectively for customers and

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business partners and other factors that are outside of our control. If we are unable to maintain consistent revenue or revenue growth, our share price could be volatile, and it could be difficult to achieve or maintain profitability.

A portion of our services is provided on a non-recurring basis for specific projects, and our inability to replace large projects when they are completed or otherwise terminated has adversely affected, and could in the future adversely affect, our revenues and results of operations.

We provide a portion of our services for specific projects that generate revenues that terminate on completion of a defined task. For the year ended December 31, 2016, approximately 2.2% of our revenue was related to project-based non-recurring revenue activities. While we seek, wherever possible, on completion or termination of large projects, to counterbalance periodic declines in revenues with new arrangements to provide services to the same customer or others, our inability to obtain sufficient new projects to counterbalance any decreases in such work may adversely affect our future revenues and results of operations.

We depend on search engines to attract new customers and to generate readership for our customers’ online news releases, and if those search engines change their listings or our relationship with them deteriorates or terminates, we may lose customers or be unable to attract new customers and our business and reputation may be harmed.

We rely on search engines to attract new customers, and many of our customers locate our websites by clicking through on search results displayed by search engines such as Google, Bing and Yahoo!. Search engines typically provide two types of search results, algorithmic and purchased listings. Algorithmic search results are determined and organized solely by automated criteria set by the search engine and a ranking level cannot be purchased. Advertisers can also pay search engines to place listings more prominently in search results in order to attract users to advertisers’ websites. We rely on both algorithmic and purchased listings to attract customers to our websites. Search engines revise their algorithms from time to time in an attempt to optimize their search result listings. If search engines on which we rely for algorithmic listings modify their algorithms, then our websites may not appear at all or may appear less prominently in search results, which could result in fewer customers clicking through to our websites, requiring us to resort to other potentially costly resources to advertise and market our services. If one or more search engines on which we rely for purchased listings modifies or terminates its relationship with us, our expenses could rise, or our revenue could decline and our business may suffer. Additionally, the cost of purchased search listing advertising is rapidly increasing as demand for these channels grows, and further increases could greatly increase our expenses.

Moreover, our news distribution service depends upon the placement of our customers’ online press releases. If search engines on which we rely modify their algorithms or purposefully block our content, then information distributed via our news distribution service may not be displayed or may be displayed less prominently in search results, and as a result we could lose customers or fail to attract new customers and our results of operations could be adversely affected.

If we fail to offer high-quality customer support, our business and reputation may suffer.

High-quality education, training and customer support is important for the successful retention of existing customers. Providing this education, training and support requires that our support personnel have specific knowledge and expertise of our platforms, making it more difficult for us to hire qualified personnel and to scale up our support operations. The importance of high-quality customer support will increase as we expand our business and continue to integrate acquired businesses. If we do not provide effective and timely ongoing support, our ability to sell additional features to, or to retain, existing customers may suffer, and our reputation with existing or potential customers may be harmed.

If the delivery of our customers’ emails is limited or blocked, customers may cancel their accounts.

ISPs can block emails from reaching their users. The implementation of new or more restrictive policies by ISPs may make it more difficult to deliver our customers’ emails. If ISPs materially limit or halt the delivery of our customers’ emails, or if we fail to deliver our customers’ emails in a manner compatible with ISPs’ email handling, authentication technologies or other policies, then customers may cancel their accounts which could harm our business and financial performance.

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Various private spam blacklists may interfere with the effectiveness of our products and our ability to conduct business.

We depend on email to market to and communicate with our customers, and our customers rely on email to communicate with journalists, social media influencers, and their customers and members. Various private entities attempt to regulate the use of email for commercial solicitation. These entities often advocate standards of conduct or practice that exceed legal requirements and classify certain email solicitations that comply with legal requirements as spam. Some of these entities maintain “blacklists” of companies and individuals, and the websites, ISPs and Internet protocol addresses associated with those entities or individuals. If a company’s Internet protocol addresses are listed by a blacklisting entity, emails sent from those addresses may be blocked if they are sent to any Internet domain or Internet address that subscribes to the blacklisting entity’s service or purchases its blacklist. If our services are blacklisted, our customers may be unable to effectively use our services, and as a result we could lose customers or fail to attract new customers and our results of operations could be adversely affected.

If our solutions fail to perform properly or if they contain technical defects, our reputation would be harmed, our market share would decline and we could be subject to product liability claims.

Our cloud-based software may contain undetected errors or defects that may result in product failures, misleading reports or otherwise cause our solutions to fail to perform in accordance with customer expectations. Because our customers use our solutions for important aspects of their business, any errors or defects in, or other performance problems with, our solutions could hurt our reputation and may damage our customers’ businesses. If that occurs, we could lose future sales, our existing subscription customers could elect to not renew or, in certain circumstances, terminate their agreements with us. Product performance problems could result in loss of market share, failure to achieve market acceptance and the diversion of development resources. If one or more of our solutions fail to perform or contain a technical defect, a customer may assert a claim against us for substantial damages, whether or not we are responsible for our solutions’ failure or defect. Product liability claims could require us to spend significant time and money in litigation or arbitration/dispute resolution or to pay significant settlements or damages.

Our news distribution service is a trusted information source, and our customers rely on our email services to communicate with journalists, social media influencers, and their customers and members. To the extent we were to distribute an inaccurate or fraudulent press release or our customers used our services to transmit negative messages or website links to harmful applications, reproduce and distribute copyrighted and trademarked material without permission, or report inaccurate or fraudulent data or information, our reputation could be harmed, even though we are not responsible for the content distributed via our services.

We have incurred operating losses in the past and may incur operating losses in the future.

We have incurred operating losses in the past and we may incur operating losses in the future. Our recent operating losses were $19.6 million in 2016, $27.6 million in 2015 and $100.9 million in 2014. We expect our operating expenses to increase as we continue to expand our operations, and if our increased operating expenses exceed our revenue growth, we may not be able to generate operating income.

Our ability to use net operating loss carryforwards to reduce future tax payments may be limited if we experience a change in ownership, or if taxable income does not reach sufficient levels.

We have significant net operating losses. Under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period), its ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income may be limited. If we undergo an ownership change, including as a result of the Transactions, we may be limited in the portion of net operating loss carryforwards that we can use in the future to offset taxable income for U.S. Federal and state income tax purposes and the utilization of other tax attributes to reduce our Federal and state income tax expense.

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If we are required to collect sales and use or other taxes on our solutions, we may be subject to liability for past sales and our business, financial condition and results of operations may be adversely affected.

Taxing jurisdictions, including state and local entities, have differing rules and regulations governing sales and use or other taxes, and these rules and regulations are subject to varying interpretations that may change over time. In particular, the applicability of sales taxes to our subscription services and e-commerce transactions in general in various jurisdictions is a complex and evolving issue. It is possible that we could face sales tax audits and an assertion that we should be collecting sales or other taxes on our services in jurisdictions where we have not historically done so and do not accrue for sales taxes. The imposition of Internet usage taxes or enhanced enforcement of sales tax laws could result in substantial tax liabilities for past sales or could have an adverse effect on our business, financial condition and results of operations.

Our international operations subject us to risks inherent in doing business on an international level, any of which could increase our costs and hinder our growth.

The operations of our non-U.S. business are subject to the risk inherent in international operations. Our expansion into lower cost locations may increase operational risk. Some of these economies may be subject to greater political, economic and social uncertainties than countries with more developed institutional structures. Political, economic or social events or developments in one or more of these countries could adversely affect our operations and financial results.

We operate a global business. For the year ended December 31, 2016, 32% of our revenue was derived from Europe (including the United Kingdom), Canada, Asia and Latin America. We are subject to certain adverse economic factors relating to overseas economies generally, including foreign currency fluctuation, inflation, external debt, a negative balance of trade and underemployment. Risks associated with our international business activities include:

The occurrence of any one of these risks could negatively affect our international operations and, consequently, our results of operations generally.

Our reputation could be damaged or our profitability could suffer if we do not meet the controls and procedures in respect of the services and solutions we provide to our customers, or if we contribute to our customers’ internal control deficiencies.

Our customers may perform audits or require us to perform audits, provide audit reports or obtain certifications with respect to the controls and procedures that we use in the performance of services for such customers, especially when we process data or information belonging to them. Our ability to acquire new customers and retain existing customers may be adversely affected and our reputation could be harmed if we cannot obtain an appropriate certification or opinion with respect to our controls and procedures in connection with any such audit in a timely manner. Additionally, our profitability could suffer if our controls and procedures were to fail or to impair our customers’ ability to comply with their own internal control requirements.

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We may dispose of or discontinue existing products and services, which may adversely affect our business, financial condition and results of operations.

We continually evaluate our various products and services in order to determine whether any should be discontinued or, to the extent possible, divested. We cannot guarantee that we have correctly forecasted, or will correctly forecast in the future, the right products or services to dispose of or discontinue, or that our decision to dispose of or discontinue various investments, products or services is prudent. There are no assurances that the discontinuance of various products or services will reduce our operating expenses or will not cause us to incur material charges with such a decision. The disposal or discontinuance of existing solutions presents various risks, including, but not limited to the inability to find a purchaser for a product or service or the purchase price obtained will not be equal to at least the book value of the net assets for the product or service, managing the expectations of, and maintaining good relations with, our customers who previously purchased discontinued solutions, which could prevent us from selling other products to them in the future. We may also incur other significant liabilities and costs associated with our disposal or discontinuance of solutions, including, but not limited to employee severance costs and excess facilities costs, all of which could have an adverse effect on our business, financial condition and results of operations.

The loss of key personnel or of our ability to attract, recruit, retain and develop qualified employees could adversely affect our business, financial condition and results of operations.

Our success depends upon the continued services of our senior management and other key personnel who have substantial experience in the PR software and services industry and the markets in which we offer our services. In addition, our success depends in large part upon the reputation within the industry of our senior managers. Further, in order for us to continue to successfully compete and grow, we must attract, recruit, develop and retain personnel, including key executives of organizations we acquire, who will provide us with expertise across the entire spectrum of our intellectual capital needs. Our success also depends on the skill and experience of our sales force, which we must continuously work to maintain. While we have a number of key personnel who have substantial experience with our operations, we must also develop our personnel to provide succession plans capable of maintaining the continuity of our operations. The market for qualified personnel is competitive, and we may not succeed in recruiting additional personnel or may fail to effectively replace current personnel who depart with qualified or effective successors.

Failure to retain or attract key personnel could impede our ability to grow and could result in our inability to operate our business profitably. In addition, contractual obligations related to confidentiality, assignment of intellectual property rights, and non-solicitation may be ineffective or unenforceable and departing employees may share our proprietary information with competitors in ways that could adversely impact us, or seek to solicit customers or recruit our key personnel to competing businesses.

Labor disruptions could materially adversely affect our business, financial condition and results of operations.

As of December 31, 2016, we had approximately 3,130 global employees, with approximately 1,445 employees located in the United States and 1,685 employees located internationally. In various countries, local law requires our participation in works councils, and we have approximately 500 employees working under collective bargaining agreements. While we have not experienced any material work stoppages at any of our facilities, any stoppage or slowdown could cause material interruptions in our business, and we cannot assure you that alternate qualified personnel would be available on a timely basis, or at all. As a result, labor disruptions at any of our locations could materially adversely affect our business, financial condition and results of operations.

Natural disasters and other events beyond our control could adversely affect us.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, our servers and data centers and the global economy, and thus could have a strong negative effect on us. Our business operations and our servers and data centers are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Although we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to continue operations, and

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could decrease demand for our platform. Our primary data centers are located in Chicago, IL, Sterling, VA, and Piscataway, NJ, and our secondary data centers include facilities in Dallas, TX and London, UK, making our business particularly susceptible to natural disasters in those areas as well as in areas where our third-party data centers are located. Any natural disaster affecting our data centers could have an adverse effect on our financial condition and operating results.

Political uncertainty, political unrest or terrorism could adversely affect business conditions in those regions, which in turn could disrupt our business and adversely impact our results of operations and financial condition.

We conduct business in countries and regions that are vulnerable to disruptions from political uncertainty, political unrest or terrorist acts. Any damage or disruption from political uncertainty, political unrest or terrorist acts would damage our ability to provide services, in whole or in part, and/or otherwise damage our operations and could have an adverse effect on our business, financial condition or results of operations. Further, political tensions and escalation of hostilities could adversely affect our operations in these countries and therefore adversely affect our revenues and results of operations. Terrorist attacks and other acts of violence or war could affect us or our clients by disrupting normal business practices for extended periods of time and reducing business confidence. In addition, acts of violence or war may make travel more difficult and may effectively curtail our ability to serve our clients’ needs, any of which could adversely affect our results of operations.

Trends in print news and media readership could have a material adverse effect on our financial performance.

The volume of content from print news sources has declined in recent years, which has reduced the volume of print news stories delivered through our content offerings. This has largely been driven by a decline in print media readership which has in turn seen a reduction in media publisher revenue and journalist numbers associated with media such as print newspapers. If the volume of content continues to decline (e.g., because of further reductions in journalist numbers by print media publishers), and if we are unable to offset this decline with our current and/or future other software and services, our future financial performance could be adversely affected.

The development of self-service media intelligence offerings and related technology could have a material adverse effect on our business.

The proliferation of digital, free-to-access news content has led to the introduction of low-cost or free self-service media intelligence offerings. Moreover, our insights group provides human-generated media intelligence analysis and consultation to some of our larger customers. More efficient or cost-effective technology that replaces the need for such human-generated analysis could have an adverse effect on our business. Our future financial performance could be affected by customers adopting these low-cost, self-service media intelligence platforms and technologies.

Decisions to declare future dividends on our ordinary shares will be at the discretion of our board of directors based upon a review of relevant considerations. Accordingly, there can be no guarantee that we will pay future dividends to our shareholders.

Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors and subject to certain limitations set forth in the agreements governing our Credit Facilities. The board’s determination to declare dividends will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant. Based on an evaluation of these factors, the board of directors may determine not to declare future dividends at all or to declare future dividends at a reduced amount. Accordingly, there can be no guarantee that we will pay future dividends to our shareholders.

You may face difficulties in protecting your interests as a shareholder, as Cayman Islands law provides substantially less protection when compared to the laws of the United States.

Our corporate affairs are governed by our amended and restated memorandum and articles of association and by the Companies Law and common law of the Cayman Islands. The rights of shareholders to take legal

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action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands have a less exhaustive body of securities laws as compared to the United States. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the United States federal courts. As a result, our shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands company and a portion our assets are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us in the United States in the event that you believe that your rights have been infringed under U.S. federal securities laws or otherwise. It may not be possible to enforce certain court judgments obtained in the United States against us (or our directors or officers) in the Cayman Islands. We have been advised that there is no statutory enforcement in the Cayman Islands of judgments obtained in United States courts, and such matters are governed by the common law of the Cayman Islands. Uncertainty exists as to whether the courts of the Cayman Islands would:

We have been advised that the uncertainty with regard to Cayman Islands law relates to whether a judgment obtained from the United States courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company. Because the courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether they would be enforceable in the Cayman Islands. We are further advised us that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, will ordinarily be recognized and enforced in the courts of the Cayman Islands without re-examination of the merits, at common law. For more information regarding the relevant laws of the Cayman Islands, see the section entitled “ Description of Holdings’ Securities — Enforcement of civil liabilities .”

Risks Related to Our Finances and Capital Structure

We have and will continue to have high levels of indebtedness.

On a pro forma basis after giving effect to the Transactions, Cision would have had approximately $1,226.6 million of indebtedness as of March 31, 2017, consisting of amounts outstanding under the First Lien Credit Facility and Second Lien Credit Facility. We also would have had capacity to borrow up to an additional $40.2 million under our Revolving Credit Facility. Because borrowings under our Credit Facilities bear interest at variable rates, any increase in interest rates on debt that we have not fixed using interest rate hedges will increase our interest expense, reduce our cash flow or increase the cost of future borrowings or refinancings. Our indebtedness could have important consequences to our investors, including, but not limited to:

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Other than variable rate debt, we believe our business has relatively large fixed costs and low variable costs, which magnifies the impact of revenue fluctuations on our operating results. As a result, a decline in our revenue may lead to a relatively larger impact on operating results. A substantial portion of our operating expenses will be related to personnel costs, regulation and corporate overhead, none of which can be adjusted quickly and some of which cannot be adjusted at all. Our operating expense levels will be based on our expectations for future revenue. If actual revenue is below management’s expectations, or if our expenses increase before revenues do, both revenues less transaction-based expenses and operating results would be materially and adversely affected. Because of these factors, it is possible that our operating results or other operating metrics may fail to meet the expectations of stock market analysts and investors. If this happens, the market price of our ordinary shares may be adversely affected.

Cision’s First Lien and Second Lien credit agreements contain change of control provisions that will require Cision to amend or refinance this indebtedness

Cision’s First Lien and Second Lien credit agreements provides that an event of default will occur upon specified change of control events, which include Cision Owner ceasing to beneficially own directly or indirectly a majority of the voting equity interests of certain credit parties thereunder. As a result, Cision will need to seek an amendment or refinancing of this indebtedness prior to such time as it issues ordinary shares in amount that would reduce Cision Owner’s beneficial ownership below 50%. Although we do not currently anticipate that Cision Owner would dispose of equity interests that would cause it to cease to beneficially own a majority of the ordinary shares prior to our amendment or refinancing of this indebtedness, Cision Owner is not contractually obligated to retain the ordinary shares and warrants it will acquire upon consummation of the business combination. If we are unable to amend these agreements or refinance this indebtedness, we will be limited in our ability to issue additional equity and will need to rely on other sources of financing, including additional borrowings.

Our ability to pay dividends in the future will be subject to our subsidiaries’ ability to distribute cash to us.

We do not anticipate that our board of directors will declare dividends in the foreseeable future. If we decide to declare dividends in the future, as a holding company, we will require dividends and other payments from our subsidiaries to meet such cash requirements. Our credit agreements place certain contractual restrictions on our subsidiaries’ ability to make distributions to us. See “ Cision’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Overview ” for a discussion of our credit facilities’ restrictions on our subsidiaries’ ability to make distributions to us. In addition, minimum capital requirements may indirectly restrict the amount of dividends paid upstream, and repatriations of cash from our subsidiaries may be subject to withholding, income and other taxes in various applicable jurisdictions. If our subsidiaries are unable to distribute cash to us and we are unable to pay dividends, our ordinary shares may become less attractive to investors and the price of our ordinary shares may become volatile.

Future changes to U.S. and foreign tax laws could adversely affect us.

The U.S. government, the Organisation for Economic Co-operation and Development and other governmental agencies in jurisdictions where we do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting,” where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. In addition, legislative proposals have been put forth in the U.S. that may limit deductibility of interest and/or impose a border adjustment tax. It is unclear whether any such proposals or other proposals will be enacted.

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As a result, the tax laws in the United States and other countries in which we do business could change on a prospective or retroactive basis, and any such changes could adversely affect us.

The withdrawal of the U.K. from the European Union (commonly referred to as Brexit) may cause an increase in our taxes including withholding taxes on repatriation of cash from jurisdictions that are members of the European Union to or through any of our U.K. subsidiaries as a result of the U.K. no longer being entitled to benefits provided by the European Union directives.

The so called “anti-inversion” rules under U.S. federal tax law may impose adverse consequences or apply limitations on our ability to engage in future acquisitions.

Under Section 7874 of the Code, if, following an acquisition of a U.S. corporation by a foreign corporation, at least 80% of the acquiring foreign corporation’s stock by (vote and value) is considered to be held by former shareholders of the U.S. corporation by reason of holding stock of such U.S. corporation then the acquiring corporation could be treated as a U.S. corporation for U.S. federal tax purposes even though it is a corporation created and organized outside the United States.

In addition, following the acquisition of a U.S. corporation by a foreign corporation, Section 7874 of the Code can limit the ability of the acquired U.S. corporation and its U.S. affiliates to utilize U.S. tax attributes (including net operating losses and certain tax credits) to offset U.S. taxable income resulting from certain transactions if the shareholders of the acquired U.S. corporation hold at least 60% (but less than 80%), by either vote or value, of the shares of the foreign acquiring corporation by reason of holding shares in the U.S. corporation, and certain other conditions are met.

Because Holdings is a non-U.S. corporation, Section 7874 of the Code and the regulations thereunder may apply with respect to potential future acquisitions of U.S. corporations by Holdings. As a result, these rules may impose adverse consequences or apply limitations on our ability to engage in future acquisitions.

We will incur increased costs and obligations as a result of being a public company.

As a privately held company, Cision has not been required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, we will incur significant legal, accounting and other expenses that we were not required to incur in the recent past, particularly after we are no longer an “emerging growth company” as defined under the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act, the JOBS Act, and the rules and regulations of the SEC and national securities exchanges have created uncertainty for public companies and increased the costs and the time that our board of directors and management must devote to complying with these rules and regulations. We expect these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from revenue generating activities.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.

For as long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” We may remain an “emerging growth company” until October 19, 2020 (the fifth anniversary of the consummation of its predecessor’s initial public offering) or until such earlier time that we have more than $1.0 billion in annual revenues, have more than $700.0 million in market value of our ordinary shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. Further, there is no guarantee that the exemptions available to

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us under the JOBS Act will result in significant savings. To the extent we choose not to use exemptions from various reporting requirements under the JOBS Act, we will incur additional compliance costs, which may impact earnings.

As an “emerging growth company,” we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our ordinary shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to obtain an assessment of the effectiveness of our internal controls over financial reporting from our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies. Holdings and Capitol have elected to take advantage of such extended transition period. We cannot predict if investors will find our ordinary shares less attractive because we will rely on these exemptions. If some investors find our ordinary shares less attractive as a result, there may be a less active market for our ordinary shares and our share price may be more volatile.

If we do not develop and implement all required accounting practices and policies, we may be unable to provide the financial information required of a U.S. publicly traded company in a timely and reliable manner.

If we fail to develop and maintain effective internal controls and procedures and disclosure procedures and controls, we may be unable to provide financial information and required SEC reports that a U.S. publicly traded company is required to provide in a timely and reliable fashion. Any such delays or deficiencies could penalize us, including by limiting our ability to obtain financing, either in the public capital markets or from private sources and hurt our reputation and could thereby impede our ability to implement our growth strategy. In addition, any such delays or deficiencies could result in our failure to meet the requirements for listing of our ordinary shares on a national securities exchange.

The price of Holdings ordinary shares may be volatile.

The price of Holdings ordinary shares may fluctuate due to a variety of factors, including:

These market and industry factors may materially reduce the market price of our ordinary shares, regardless of our operating performance.

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Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our ordinary shares.

We currently expect that securities research analysts will establish and publish their own periodic projections for our business. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline. While we expect research analyst coverage, if no analysts commence coverage of us, the trading price and volume for our ordinary shares could be adversely affected.

Holdings may issue additional ordinary shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of Holdings’ ordinary shares.

Upon consummation of the Transactions, Holdings will have warrants outstanding to purchase an aggregate of 24,500,000 ordinary shares (assuming no holders of public shares seeks to convert such shares to cash) and may issue an aggregate of 6,000,000 ordinary shares to Cision Owner upon achievement of milestone targets as described in this proxy statement/prospectus. Holdings may also issue additional ordinary shares or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.

Holdings’ issuance of additional ordinary shares or other equity securities of equal or senior rank would have the following effects:

Our articles of association will contain anti-takeover provisions that could adversely affect the rights of our shareholders.

Our articles of association will contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of control transactions, including, among other things:

These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our

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company in a tender offer or similar transaction. With our staggered board of directors, at least two annual meetings of shareholders will generally be required in order to effect a change in a majority of our directors. Our staggered board of directors can discourage proxy contests for the election of our directors and purchases of substantial blocks of our shares by making it more difficult for a potential acquirer to gain control of our board of directors in a relatively short period of time.

Risks Related to the Business Combination

Cision Owner is a large and significant shareholder that exerts certain controls on the business. As a result, we will be a “controlled company,” which exempts us from obligations to comply with certain corporate governance requirements.

Upon the completion of the Transactions, Cision Owner will own approximately 82.1 million of our ordinary shares, or approximately 68% of our outstanding ordinary shares. Accordingly, we will be a “controlled company” for purposes of the New York Stock Exchange listing requirements. As such, we will be exempt from the obligation to comply with certain corporate governance requirements, including the requirements that a majority of our board of directors consists of independent directors, and that we have nominating and compensation committees that are each composed entirely of independent directors. These exemptions do not modify the requirement for a fully independent audit committee. Once we are no longer a “controlled company,” we must comply with the independent board committee requirements as they relate to the nominating and compensation committees, on the same phase-in schedule as set forth above, with the trigger date being the date we are no longer a “controlled company” as opposed to our listing date. Additionally, we will have 12 months from the date we cease to be a “controlled company” to have a majority of independent directors on our board of directors.

We will be controlled by Cision Owner, whose interests may conflict with yours. The concentrated ownership of our ordinary shares will prevent you and other shareholders from influencing significant decisions.

As a result of its ownership of our ordinary shares, Cision Owner, so long as it holds two thirds of our outstanding ordinary shares, will have the ability to control the outcome of matters requiring the assent of a special resolution of shareholders. Moreover, for so long as it holds at least a majority of our outstanding ordinary shares it will have the ability, through the board of directors, to control decision-making with respect to our business direction and policies. Matters over which Cision Owner will, directly or indirectly, exercise control following the completion of the Transactions include:

Even if Cision Owner’s ownership of our ordinary shares falls below a majority, it may continue to be able to strongly influence or effectively control our decisions.

If Holdings is characterized as a passive foreign investment company for U.S. federal income tax purposes, its U.S. shareholders may suffer adverse tax consequences.

If 75% or more of Holdings’ gross income in a taxable year, including its pro-rata share of the gross income of any company, U.S. or foreign, in which Holdings is considered to own, directly or indirectly, 25% or more of the shares by value, is passive income, then Holdings will be a PFIC for U.S. federal income tax purposes. Alternatively, Holdings will be considered to be a PFIC if at least 50% of its assets in a taxable year, averaged over the year and ordinarily determined based on fair market value and including its pro-rata share of the assets of any company in which it is considered to own, directly or indirectly, 25% or more of the shares by value, are held for the production of, or produce, passive income. Once treated as a PFIC, for any taxable year, a foreign corporation will generally continue to be treated as PFIC for all subsequent taxable years. If Holdings were to be a PFIC, and a U.S. holder does not make an election to treat Holdings

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as a QEF or a “mark-to-market” election, “excess distributions” to a U.S. holder, and any gain recognized by a U.S. holder on a disposition of Holdings’ ordinary shares, would be taxed in an unfavorable way. Among other consequences, Holdings’ dividends, to the extent that they constituted excess distributions, would be taxed at the regular rates applicable to ordinary income, rather than the 20% maximum rate applicable to certain dividends received by an individual from a qualified foreign corporation, and certain “interest” charges may apply. In addition, gains on the sale of Holdings’ shares would be treated in the same way as excess distributions. The tests for determining PFIC status are applied annually and it is difficult to make accurate predictions of future income and assets, which are relevant to the determination of PFIC status. In addition, under the applicable statutory and regulatory provisions, it is unclear whether Holdings would be permitted to use a gross loss from sales (sales less cost of goods sold) to offset its passive income in the calculation of gross income. Although Holdings does not expect that it will be a PFIC in the future, in light of the periodic asset and income tests applicable in making this determination, no assurance can be given that it will not become a PFIC. If Holdings does become a PFIC in the future, U.S. holders who hold ordinary shares during a period when Holdings is a PFIC will be subject to the foregoing rules, even if Holdings ceases to be a PFIC, subject to exceptions for U.S. holders who made a timely QEF election or mark-to-market election, or certain other elections. Holdings does not currently intend to prepare or provide the information that would enable you to make a QEF election. Accordingly, Holdings’ shareholders are urged to consult their tax advisors regarding the application of PFIC rules.

Capitol will not have any right to make damage claims against Cision or Cision Owner for the breach of any representation, warranty or covenant made by Cision or Cision Owner in the Merger Agreement.

The Merger Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the closing of the Transactions, except for those covenants contained therein that by their terms apply or are to be performed in whole or in part after the closing. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Merger Agreement after the closing, except for covenants to be performed in whole or in part after the closing. As a result, Capitol will have no remedy available to it if the Transactions are consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by Cision or Cision Owner at the time of the Transactions.

The Capitol board of directors did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination.

Capitol’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the business combination with Cision. In analyzing the business combination, Capitol’s board and management conducted due diligence on Cision and researched the industry in which Cision operates and concluded that the business combination was in the best interest of Capitol’s stockholders. Accordingly, investors will be relying solely on the judgment of Capitol’s board of directors in valuing Cision’s business, and the board of directors may not have properly valued such business. The lack of a third-party valuation or fairness opinion may also lead an increased number of stockholders to vote against the proposed business combination or demand conversion of their shares into cash, which could potentially impact Capitol’s ability to consummate the business combination.

Future resales of the ordinary shares of Holdings may cause the market price of Holdings’ securities to drop significantly, even if Holdings’ business is doing well.

Cision Owner and affiliates of Mark D. Ein and L. Dyson Dryden will be granted certain rights, pursuant to the Registration Rights Agreement, to require Holdings to register, in certain circumstances, the resale under the Securities Act of ordinary shares of Holdings held by them, subject to certain conditions. The sale or possibility of sale of these shares could have the effect of increasing the volatility in Holdings’ share price or putting significant downward pressure on the price of Holdings’ shares.

If Capitol’s stockholders fail to properly demand conversion rights, they will not be entitled to convert their shares of common stock of Capitol into a pro rata portion of the trust account.

Capitol stockholders holding public shares may demand that Capitol convert their shares into a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the

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business combination. Capitol stockholders who seek to exercise this conversion right must deliver their stock (either physically or electronically) to Capitol’s transfer agent prior to the vote at the meeting. Any Capitol stockholder who fails to properly demand conversion rights will not be entitled to convert his or her shares into a pro rata portion of the trust account for conversion of his shares. See the section entitled “ Annual Meeting of Capitol Stockholders — Conversion Rights ” for the procedures to be followed if you wish to convert your shares to cash.

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking conversion rights with respect to more than 20% of the public shares.

A public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group,” will be restricted from seeking conversion rights with respect to more than 20% of the public shares. Accordingly, if you hold more than 20% of the public shares and the business combination proposal is approved, you will not be able to seek conversion rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 20% or sell them in the open market. Capitol cannot assure you that the value of such excess shares will appreciate over time following a business combination or that the market price of Capitol’s shares of common stock will exceed the per-share conversion price.

The New York Stock Exchange may not list Holdings’ securities, which could limit investors’ ability to make transactions in Holdings’ securities and subject Holdings to additional trading restrictions.

Holdings intends to apply to have its securities listed on the New York Stock Exchange upon consummation of the business combination. Holdings will be required to meet the initial listing requirements to be listed. Holdings may not be able to meet those initial listing requirements. Even if Holdings’ securities are so listed, Holdings may be unable to maintain the listing of its securities in the future.

If Holdings fails to meet the initial listing requirements and the New York Stock Exchange does not list its securities and the related closing condition is waived by the parties, Holdings could face significant material adverse consequences, including:

Capitol’s Sponsors, including its officers and directors. own shares of common stock and warrants that will be worthless and have made loans and incurred reimbursable expenses that may not be reimbursed or repaid if the business combination is not approved. Such interests may have influenced their decision to approve the business combination with Cision.

Capitol’s Sponsors, including its officers and directors and/or their affiliates, beneficially own or have a pecuniary interest in initial shares and private warrants that they purchased prior to, or simultaneously with, Capitol’s initial public offering. Capitol’s Sponsors have no conversion rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the business combination with Cision or another business combination is not approved within the required time period, such securities held by such persons will be worthless. Such securities had an aggregate market value of $[•  ] based upon the closing prices of the shares and units on Nasdaq on [•  ], 2017, the record date. Furthermore, Capitol’s officers have loaned Capitol an aggregate of $[•  ] as of the record date and Capitol’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Capitol’s behalf, such as identifying and investigating possible business targets and business combinations. These loans and expenses will be repaid upon completion of the business combination with Cision. However, if Capitol fails to consummate the business combination, they will not have any claim against the trust account for repayment or reimbursement. Accordingly, Capitol may not be able to repay or reimburse these amounts if the business combination is not completed. See the section entitled “ The Business Combination Proposal — Interests of Capitol’s Directors and Officers in the Business Combination .”

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These financial interests may have influenced the decision of Capitol’s directors to approve the business combination with Cision and to continue to pursue such business combination. In considering the recommendations of Capitol’s board of directors to vote for the business combination proposal and other proposals, its stockholders should consider these interests.

Capitol’s executive officers are liable to ensure that proceeds of the trust are not reduced by vendor claims in the event the business combination is not consummated. They have also agreed to pay for any liquidation expenses if a business combination is not consummated. Such liability may have influenced his decision to approve the business combination with Cision.

If the business combination with Cision or another business combination is not consummated by Capitol within the required time period, Capitol’s executive officers will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Capitol for services rendered or contracted for or products sold to Capitol. If Capitol consummates a business combination, on the other hand, Capitol will be liable for all such claims. Neither Capitol nor the executive officers have any reason to believe that the executive officers will not be able to fulfill their indemnity obligations to Capitol. See the section entitled “ Other Information Related to Capitol — Financial Condition and Liquidity ” for further information. If Capitol is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, Capitol’s executive officers have also agreed to advance Capitol the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expense.

These personal obligations of the executive officers may have influenced Capitol’s board of director’s decision to approve the business combination with Cision and to continue to pursue such business combination. In considering the recommendations of Capitol’s board of directors to vote for the business combination proposal and other proposals, Capitol’s stockholders should consider these interests.

The exercise of Capitol’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the business combination may result in a conflict of interest when determining whether such changes to the terms of the business combination or waivers of conditions are appropriate and in Capitol’s stockholders’ best interest.

In the period leading up to the closing of the business combination, events may occur that, pursuant to the merger agreement, would require Capitol to agree to amend the merger agreement, to consent to certain actions taken by Cision or to waive rights that Capitol is entitled to under the merger agreement. Such events could arise because of changes in the course of Cision’s business, a request by Cision to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Cision’s business and would entitle Capitol to terminate the Merger Agreement. In any of such circumstances, it would be at Capitol’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is best for Capitol and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Capitol does not believe there will be any material changes or waivers that Capitol’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. Capitol will circulate a new or amended proxy statement/prospectus if changes to the terms of the Transactions that would have a material impact on its stockholders are required prior to the vote on the business combination proposal.

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If Capitol is unable to complete the business combination with Cision or another business combination by October 19, 2017, Capitol will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Capitol and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

Under the terms of Capitol’s amended and restated certificate of incorporation, Capitol must complete the business combination with Ability or another business combination by October 19, 2017, or Capitol must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Capitol. Although Capitol has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of Capitol’s public stockholders. If Capitol is unable to complete a business combination within the required time period, the executive officers have agreed they will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Capitol for services rendered or contracted for or products sold to Capitol. However, he may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00 due to such claims.

Additionally, if Capitol is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Capitol otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, Capitol may not be able to return to its public stockholders at least $10.00.

Capitol’s stockholders may be held liable for claims by third parties against Capitol to the extent of distributions received by them.

If Capitol is unable to complete the business combination with Cision or another business combination within the required time period, Capitol will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Capitol cannot assure you that it will properly assess all claims that may be potentially brought against Capitol. As such, Capitol’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Capitol cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by Capitol.

If Capitol is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Capitol’s stockholders. Furthermore, because Capitol intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from

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its assets. Furthermore, Capitol’s board may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and the company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Capitol cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing Capitol stockholders to increase the likelihood of approval of the business combination proposal and other proposals could have a depressive effect on Capitol’s stock.

At any time prior to the annual meeting, during a period when they are not then aware of any material nonpublic information regarding Capitol or its securities, Capitol’s Sponsors, including its officers, directors and stockholders prior to the initial public offering, Cision or Cision’s stockholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Capitol common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the business combination where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on Capitol common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the annual meeting.

Risks If the Adjournment Proposal Is Not Approved

If the adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the business combination, Capitol’s board of directors will not have the ability to adjourn the annual meeting to a later date in order to solicit further votes, and, therefore, the business combination will not be approved.

Capitol’s board of directors is seeking approval to adjourn the annual meeting to a later date or dates if, at the annual meeting, Capitol is unable to consummate the business combination. If the adjournment proposal is not approved, Capitol’s board will not have the ability to adjourn the annual meeting to a later date and, therefore, the business combination would not be completed.

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All forward-looking statements included herein attributable to any of Capitol, Cision or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Capitol and Cision undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

Before a stockholder grants its proxy or instructs how its vote should be cast or vote on the business combination proposal, charter proposals, director election proposal, the incentive plan proposal or the adjournment proposal, it should be aware that the occurrence of the events described in the “ Risk Factors ” section and elsewhere in this proxy statement/prospectus may adversely affect Capitol and/or Cision.

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ANNUAL MEETING OF CAPITOL STOCKHOLDERS

General

Capitol is furnishing this proxy statement/prospectus to Capitol’s stockholders as part of the solicitation of proxies by Capitol’s board of directors for use at the annual meeting of Capitol stockholders to be held on [•], 2017, and at any adjournment or postponement thereof. This proxy statement/prospectus provides Capitol’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the annual meeting.

Date, Time and Place

The annual meeting of stockholders will be held on [•], 2017, at [•]:00 a.m., eastern time, at the offices of Graubard Miller, counsel to Capitol, at The Chrysler Building, 405 Lexington Avenue, 11 ^th Floor, New York, New York 10174.

Purpose of the Capitol Annual Meeting

At the annual meeting, Capitol is asking holders of Capitol common stock to:

Recommendation of Capitol Board of Directors

Capitol’s board of directors has unanimously determined that the business combination proposal is fair to and in the best interests of Capitol and its stockholders; has unanimously approved the business combination proposal; unanimously recommends that stockholders vote “FOR” the business combination proposal; unanimously recommends that stockholders vote “FOR” each of the charter proposals; unanimously recommends that stockholders vote “FOR” the election of all of the persons nominated by Capitol’s management for election as directors; unanimously recommends that stockholders vote “FOR” the incentive plan proposal; and unanimously recommends that stockholders vote “FOR” an adjournment proposal if one is presented to the meeting.

Record Date; Persons Entitled to Vote

Capitol has fixed the close of business on [•], 2017, as the “record date” for determining Capitol stockholders entitled to notice of and to attend and vote at the annual meeting. As of the close of business on [•], 2017, there were 40,625,000 shares of Capitol common stock outstanding and entitled to vote. Each share of Capitol common stock is entitled to one vote per share at the annual meeting.

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Pursuant to agreements with Capitol, the 8,125,000 initial shares held by the Capitol Sponsors, including all of Capitol’s officers and directors, and any shares of common stock acquired by them in the aftermarket, will be voted in favor of the business combination proposal. Such holders have indicated they intend to vote their shares in favor of the other proposals presented at the annual meeting.

Quorum

The presence, in person or by proxy, of a majority of all the outstanding shares of common stock entitled to vote constitutes a quorum at the annual meeting.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Capitol but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. The latter will not be treated as shares entitled to vote on the matter as to which authority to vote is withheld from the broker. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the business combination proposal, the charter proposals and the incentive plan proposal.

Vote Required

The approval of the business combination proposal and the charter proposals will require the affirmative vote for the proposal by the holders of a majority of the then outstanding shares of common stock. Abstentions and broker non-votes have the same effect as a vote against the proposals.

The approval of the incentive plan proposal and adjournment proposal, if presented, will require the affirmative vote of the holders of a majority of Capitol common stock represented and entitled to vote thereon at the meeting. Abstentions are deemed entitled to vote on such proposals. Therefore, they have the same effect as a vote against the proposals. Broker non-votes are not deemed entitled to vote on such proposals and, therefore, they will have no effect on the vote on such proposals.

Directors are elected by a plurality. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

Voting Your Shares

Each share of Capitol common stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of Capitol common stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of Capitol common stock at the annual meeting:

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Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of Capitol common stock, you may call Morrow Sodali LLC, Capitol’s proxy solicitor, at 800-662-5200 or L. Dyson Dryden, Capitol’s President and Chief Financial Officer, at (202) 654-7060.

Conversion Rights

Holders of public shares may seek to convert their shares to cash, regardless of whether they vote for or against the business combination proposal. Any stockholder holding public shares as of the record date who votes in favor of or against the business combination proposal may demand that Capitol convert such shares into a full pro rata portion of the trust account (which, for illustrative purposes, was $[•] per share as of [•], 2017, the record date), calculated as of two business days prior to the anticipated consummation of the business combination. If a holder properly seeks conversion as described in this section and the business combination is consummated, Capitol will convert these shares into a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the business combination.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking conversion rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder will not be converted to cash.

Capitol’s Sponsors will not have conversion rights with respect to any shares of common stock owned by them, directly or indirectly.

Capitol stockholders who seek to convert their public shares into cash must affirmatively vote for or against the business combination proposal. Capitol stockholders who do not vote with respect to the business combination proposal, including as a result of an abstention or a broker non-vote, may not convert their shares into cash. Holders may demand conversion by delivering their stock, either physically or electronically using Depository Trust Company’s DWAC System, to Capitol’s transfer agent prior to the vote at the meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be converted into cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting stockholder. In the event the proposed business combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request to convert such shares, once made, may be withdrawn at any time up to the vote on the business combination proposal. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its conversion and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the business combination is not approved or completed for any reason, then Capitol’s public stockholders who elected to exercise their conversion rights will not be entitled to convert their shares into a full pro rata portion of the trust account, as applicable. In such case, Capitol will promptly return any shares delivered by

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public holders. If Capitol would be left with less than $5,000,001 of net tangible assets as a result of the holders of public shares properly demanding conversion of their shares to cash, Capitol will not be able to consummate the business combination.

The closing price of Capitol common stock on [•], 2017, the record date, was $[•]. The cash held in the trust account on such date was approximately $[•] ($[•] per public share). Prior to exercising conversion rights, stockholders should verify the market price of Capitol common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price. Capitol cannot assure its stockholders that they will be able to sell their shares of Capitol common stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a holder of public shares exercises its conversion rights, then it will be exchanging its shares of Capitol common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you affirmatively vote for or against the business combination proposal and properly demand conversion no later than the close of the vote on the business combination proposal by delivering your stock certificate (either physically or electronically) to Capitol’s transfer agent prior to the vote at the meeting, and the business combination is consummated.

Appraisal Rights

Neither stockholders, unitholders nor warrant holders of Capitol have appraisal rights in connection the business combination under the DGCL.

Proxy Solicitation Costs

Capitol is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Capitol and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Capitol will bear the cost of the solicitation.

Capitol has hired Morrow Sodali LLC to assist in the proxy solicitation process. Capitol will pay that firm a fee of $12,500 plus disbursements. Such payment will be made from non-trust account funds. If the Transactions are successfully closed, Capitol will pay Morrow Sodali LLC an additional contingent fee of $20,000.

Capitol will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Capitol will reimburse them for their reasonable expenses.

Capitol Sponsors

As of [•], 2017, the record date, Capitol’s Sponsors, including Capitol’s officers and directors, beneficially owned and were entitled to vote an aggregate of 8,125,000 initial shares that were issued prior to Capitol’s initial public offering. Such shares currently constitute 20% of the outstanding shares of Capitol’s common stock. The holders of these securities have agreed to vote the initial shares, as well as any shares of common stock acquired in the aftermarket, in favor of the business combination proposal. The holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the meeting. The initial shares have no right to participate in any redemption distribution and will be worthless if no business combination is effected by Capitol.

In connection with the initial public offering, the Capitol Sponsors entered into an escrow agreement pursuant to which their initial shares are held in escrow and may not be transferred (subject to limited exceptions) until one year after the consummation of an initial business combination or earlier if, subsequent to the consummation of an initial business combination, (i) the last sales price of Capitol’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination or (ii) Capitol (or any successor entity) consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

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At any time prior to the annual meeting, during a period when they are not then aware of any material nonpublic information regarding Capitol or its securities, the Capitol Sponsors, Cision or Cision Owner and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Capitol’s common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to complete the business combination where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Capitol Sponsors for nominal value.

Entering into any such arrangements may have a depressive effect on Capitol common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the annual meeting.

If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the business combination proposal and other proposals and would likely increase the chances that such proposals would be approved.

No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus. Capitol will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the net tangible asset threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

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THE BUSINESS COMBINATION PROPOSAL

The discussion in this proxy statement/prospectus of the business combination and the principal terms of the Merger Agreement is subject to, and is qualified in its entirety by reference to, the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.

General

Structure of the Transactions

Pursuant to the Merger Agreement, a business combination between Capitol and Cision will be effected through the Contribution and Exchange, whereby all of the share capital and CPECs of Cision will be contributed by Cision Owner to Holdings, followed by the Merger, whereby Merger Sub will merge with and into Capitol, with Capitol surviving such Merger as a wholly-owned subsidiary of Holdings.

Consideration to Cision Owner

As consideration for all of the share capital and CPECs of Cision, Cision Owner will receive 82,100,000 ordinary shares of Holdings and 2,000,000 warrants to purchase ordinary shares of Holdings (in each case, subject to adjustment). Cision Owner will also have the right to receive up to 6,000,000 additional ordinary shares of Holdings, issued in 2,000,000 increments, when Holdings’ stock price reaches $13.00, $16.00 and $19.00 per share.

Consideration to Capitol Holders

Each outstanding share of common stock of Capitol shall be converted into one ordinary share of Holdings. The outstanding warrants of Capitol shall, by their terms, automatically entitle the holders to purchase ordinary shares of Holdings upon consummation of the business combination.

Pursuant to the Merger Agreement, the Capitol Sponsors will forfeit 1,600,000 shares of Capitol common stock and warrants to purchase 2,000,000 shares of Capitol common stock at closing (in each case, subject to adjustment).

Pro Forma Ownership of Cision Owner and Capitol Holders

At the closing of the Transactions, Cision Owner will hold approximately 68% of the issued and outstanding ordinary shares of Holdings and current stockholders of Capitol will hold approximately 32% of the issued and outstanding shares of Holdings (assuming no holder of public shares exercises conversion rights).

Related Agreements

Sponsor Support Agreement

In connection with the execution of the Merger Agreement, the Sponsors entered into the Sponsor Support Agreement pursuant to which they have agreed to comply with the provisions of the Merger Agreement applicable to such Sponsors as well as the covenants set forth in the Sponsor Support Agreement, including voting all shares of common stock of Capitol beneficially owned by such Sponsors in favor of the transactions contemplated by the Merger Agreement. The Sponsor Support Agreement also provides that, at the closing of the Transactions, depending on the number of public shares being converted to cash, the Sponsors may be required to forfeit an additional number of Capitol shares and warrants and, at the same time, the number of ordinary shares and warrants of Holdings that Cision Owner would otherwise receive at closing may be reduced. In such event, a number of ordinary shares and warrants of Holdings equal to the total number of shares and warrants so forfeited and reduced will be available for use by Holdings to issue to third parties for certain corporate purposes and, if not so used within one year following the closing of the Transaction (or, if earlier, at such time as Holdings has repaid the Second Lien Credit Facility in full), will be issued to the Sponsors and Cision Owner.

Registration Rights Agreement

Cision Owner and affiliates of Mark D. Ein and L. Dyson Dryden will be granted certain rights, pursuant to the Registration Rights Agreement which will be entered into at or prior to the closing of the Transactions. Pursuant to the Registration Rights Agreement, the parties will be entitled to have registered, in certain

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circumstances, the resale of the ordinary shares of Holdings held by them, subject to certain conditions set forth therein. The registration rights described in this paragraph apply to (i) any ordinary shares issued in connection with the Transactions, (ii) any warrants or any ordinary shares issued or issuable upon exercise thereof, (iii) any capital stock of Holdings or its subsidiary issued or issuable with respect to the securities referred to in clause (i) or (ii) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization, and (iv) any other ordinary shares held by persons holding securities described above (the “registrable securities”). Cision Owner will be entitled to request that the company register its shares on a long-form or short-form registration statement on one or more occasions in the future, which registrations may be “shelf registrations.” In certain limited circumstances, the holder of a majority of registrable securities held by the affiliates of Messrs. Ein and Dryden will also be entitled to make demand registrations. The parties to the Registration Rights Agreement will also be entitled to participate in certain registered offerings by Holdings, subject to certain limitations and restrictions. Holdings will pay expenses of the parties incurred in connection with the exercise of their rights under this agreement. These registration rights are also for the benefit of any subsequent holder of the registrable securities; provided that any securities will cease to be registrable securities when they have been (a) sold or distributed pursuant to a “public offering,” (b) sold in compliance with Rule 144 or (c) repurchased by the company or its subsidiary; provided further, however, that any securities held by a person that, together with its affiliates, collectively beneficially owns less than 2% of the outstanding ordinary shares shall cease to constitute registrable securities at such time as such securities may be sold under Rule 144 without regard to volume and manner of sale restrictions.

Nominating Agreement

Pursuant to the Nominating Agreement, Cision Owner (or its affiliates) will have the right to designate nominees for election to Holdings’ board of directors for so long as Cision Owner beneficially owns 5% or more of the total number of Holdings’ ordinary shares then outstanding. The number of nominees that Cision Owner (or its affiliates) is entitled to nominate under the Nominating Agreement is dependent on its beneficial ownership of ordinary shares. For so long as Cision Owner beneficially owns a number of ordinary shares equal to or greater than 35%, 15% or 5%, respectively, of the total number issued and outstanding, Cision Owner will have the right to nominate three, two or one director(s), respectively. In addition, Cision Owner will have the right to designate the replacement for any of its designees whose board service has terminated prior to the end of the director’s term, regardless of Cision Owner’s beneficial ownership at such time. Cision Owner will also have the right to have its designees participate on committees of the board of directors, subject to compliance with applicable law and stock exchange listing rules. So long as GTCR and its affiliates are the beneficial owners of a majority of the ordinary shares of Cision held by Cision Owner, Cision Owner will, upon the request of GTCR, assign all of its rights under the Nominating Agreement to GTCR (or one of its affiliates).

Headquarters; Stock Symbols

After completion of the Transactions:

Background of the Transactions

Capitol is a blank check company formed as a corporation in Delaware on July 13, 2015 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The business combination with Cision is the result of an extensive search for a potential transaction utilizing the global network and investing and transaction experience of our management team and board of directors. The terms of the Merger Agreement are the result of arm’s-length negotiations between representatives of Capitol and Cision. The following is a brief discussion of the background of these negotiations, the Merger Agreement and Transactions.

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On October 19, 2015, Capitol completed its initial public offering. Prior to the consummation of the initial public offering, neither Capitol, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Capitol.

From the date of Capitol’s initial public offering through the signing of the Merger Agreement with Cision on March 19, 2017, representatives of Capitol contacted and were contacted by a number of individuals and entities with respect to business combination opportunities and engaged with several possible target businesses in discussions with respect to potential transactions. During that period, Mark D. Ein, the Chairman and Chief Executive Officer of Capitol, L. Dyson Dryden, President and Chief Financial Officer of Capitol, and representatives of their team, including Alfheidur Saemundsson, Derek Apfel, and Preston Parnell (each consultants to Capitol):

The decision not to pursue the alternative acquisition targets was generally the result of one or more of (i) Capitol’s determination that each business did not represent as attractive a target as Cision due to a combination of business prospects, strategy, management teams, structure and valuation, (ii) a difference in valuation expectations between Capitol, on the one hand, and a seller, on the other hand, or (iii) a potential target’s unwillingness to engage with Capitol given the timing and uncertainty of closing due to the requirement for Capitol stockholder approval.

On October 6, 2016, Michael Gilbert of PJT Partners contacted Mr. Dryden to discuss potential target companies for Capitol, including Cision for which PJT Partners was serving as financial advisor. Mr. Dryden indicated an interest in meeting to continue their discussion and scheduled a follow-up meeting.

On October 25, 2016, Mr. Ein, Mr. Dryden and representatives of Capitol met in person with Mr. Gilbert and his associates, who provided more background on Cision and its industry position. At this meeting, Capitol also outlined the advantages of a merger with Capitol for the owners of Cision.

On November 3, 2016, Mr. Ein and Mr. Dryden were introduced via email by Mr. Gilbert to Mark M. Anderson, a Managing Director at GTCR, who was responsible for its investment in Cision. Messrs. Ein and Dryden exchanged further email correspondence with Mr. Anderson and the parties agreed to schedule a follow-up meeting in person to discuss a potential transaction.

On November 4, 2016, Mr. Dryden, Mr. Apfel and Mr. Parnell had a call with the team at PJT, including Mr. Gilbert, to discuss Cision’s positioning in the industry and potential public equity market valuation ranges for Cision in order to begin to assess potential investor interest in the opportunity.

On November 10, 2016, Mr. Dryden met with Mr. Anderson at GTCR’s offices in Chicago. The parties discussed the background of Cision, its growth plan and goals for the company in a potential transaction, including refinancing the existing capital structure using proceeds from Capitol’s trust fund. Mr. Dryden also reviewed Capitol’s successful track record with public investment vehicles and advantages of taking Cision public through a merger with Capitol. Following the meeting, Mr. Dryden had further email correspondence with representatives of GTCR, who agreed to schedule another meeting in Chicago between representatives of Capitol, Cision management and GTCR.

On November 18, 2016, Capitol executed a non-disclosure agreement with Cision and both parties began conducting diligence on each other’s businesses.

On November 22, 2016, representatives of Capitol met with Cision management and representatives of GTCR in Chicago to review Cision’s business and discuss a potential transaction. Attendees included Mr. Ein and Ms. Saemundsson, Kevin Akeroyd, Chief Executive Officer of Cision, Jack Pearlstein, Chief Financial Officer of Cision, and Mr. Anderson from GTCR. Mr. Dryden and Mr. Parnell also joined the meeting telephonically.

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The parties reviewed an introductory company overview presentation detailing Cision’s business plan and recent financial performance. In addition, Capitol reviewed the process and benefits of a potential merger with Capitol as a public investment vehicle.

On November 23, 2016, Mr. Ein spoke with Mr. Anderson telephonically, who shared mutual interest in moving forward with diligence and continuing to explore a potential transaction.

On November 27, 2016, Mr. Dryden sent an initial due diligence request list to Mr. Anderson. Subsequently, during the period from November 30, 2016 through December 12, 2016, representatives of GTCR provided responses to Capitol’s due diligence requests, including overviews of Cision’s products and customer base, historical financial statements, credit documents and industry research.

As part of its product diligence, on December 6, 2016, Capitol representatives participated in a WebEx product review demonstration with a representative from Cision. Participants from Capitol included Messrs. Ein, Dryden, Apfel and Parnell and Ms. Saemundsson. The demonstration highlighted the various point solutions and integrated functionality provided by C3.

On December 16, 2016, the Capitol team received an initial set of long-term financial projections for Cision. Following a thorough review of the long-term plan, on December 23, 2016, representatives of Capitol including Messrs. Dryden, Apfel and Parnell, participated in a financial due diligence call with Mr. Pearlstein to review the financial projections including the key assumptions underlying the forecast. Representatives of Capitol continued initial financial diligence for the next several weeks.

On January 3, 2017, Mr. Dryden and Mr. Apfel had an email correspondence with representatives of PJT to review valuation and transaction structure considerations for a potential Cision transaction. The parties agreed to schedule a follow-up call for a more detailed discussion.

On January 6, 2017, representatives of Capitol had a call with representatives of PJT, including a representative from its capital markets team, to review public market valuation considerations for Cision, including the appropriate set of trading comparable companies. Attendees from Capitol included Messrs. Ein, Dryden, Apfel, and Parnell and Ms. Saemundsson.

On January 8, 2017, Mr. Ein and Mr. Anderson agreed to ask DB to provide preliminary views to Capitol on potential trading ranges for Cision if it were to be publicly listed. On January 11, 2017, representatives of Capitol had a call with representatives of DB, who were familiar with the business from previous debt financing processes, to discuss potential public investor receptivity to a combination of Capitol and Cision. Following Capitol’s initial round of business and financial diligence and with valuation input from investment banking representatives at PJT and DB, Capitol began to develop a draft business combination proposal to share with GTCR.

On January 14, 2017, Mr. Ein spoke with Mr. Anderson telephonically. During this discussion, Mr. Ein proposed a business combination with Cision valued at a $2.3 billion enterprise value, based on a multiple of 10.5 times 2017 Adjusted EBITDA. Mr. Ein also indicated that Capitol would provide Cision with a written proposal the following week.

On January 18, 2017, Mr. Dryden held a call with a representative from PJT, to discuss additional capital structure considerations related to the written proposal for Cision.

On January 19, 2017, Capitol submitted a non-binding indication of interest (“First IOI”), which contemplated a proposed fully diluted enterprise value of $2.296 billion, based on a multiple of 10.5 times 2017 Adjusted EBITDA, and other key terms of the potential business combination. The following day, Mr. Anderson replied to Capitol’s proposal with a list of questions related to key terms of Capitol’s proposal. Both parties agreed to schedule a call to review the First IOI in further detail.

On January 23, 2017, Messrs. Ein, Dryden, Apfel, and Parnell and Ms. Saemundsson met telephonically with Mr. Anderson and Mr. Master from GTCR to review the terms of Capitol’s First IOI. Mr. Anderson indicated that GTCR would carefully consider the proposal and revert back to Capitol later in the week. During the call, the parties also discussed a more detailed transaction timeline including a schedule to advance the due diligence process with further in-person management meetings.

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On January 25, 2017, Mr. Master submitted a formal written response to Capitol’s proposal on behalf of Cision (“ Counter Proposal ”). The Counter Proposal included a fully diluted enterprise value of $2.396 billion, based on a multiple of 10.5 times 2017 Adjusted EBITDA, the concept of a modest reduction of Founder Shares held by Capitol Sponsor, a significant number of new warrants issued to Cision shareholders and other key terms of the potential business combination. At this time, Cision also communicated its plans to divest its Vintage business and acquire a business intelligence and media analysis provider prior to entering into a definitive agreement with Capitol. The net impact of these transactions was an increase in estimated 2017 Adjusted EBITDA. In addition, the proposal outlined that Cision had outperformed its year-end estimates on balance sheet cash and revolver borrowings, which would impact estimated net debt at closing.

After careful consideration and review of the Counter Proposal, Capitol began developing a revised proposal. On January 27, 2017, Mr. Ein had a call with Mr. Anderson to discuss Capitol’s revised proposal, based on a fully diluted enterprise value of $2.396 billion, with the higher proposed value reflecting the divestiture of Vintage and inclusion of the pending acquisition in the transaction. The revised transaction structure included a proposed cancellation of approximately 1.6 million shares of Capitol common stock and 2.0 million warrants by Capitol’s Sponsors and new shares and warrants of equal amounts being issued to Cision Owner. In addition, a potential earnout opportunity was proposed equaling up to 6 million shares issued in 2.0 million share increments subject to share price targets of $13.00, $16.00 and $19.00 per share. Following this conversation, on behalf of Capitol, Mr. Dryden submitted to Mr. Anderson a non-binding indication of interest (“Second IOI”) memorializing the new proposal in writing, along with a detailed diligence request list and proposed due diligence agenda for a follow-up diligence sessions with management.

On January 30, 2017, Mr. Anderson communicated Cision’s interest in pursuing a transaction based on the terms communicated in Capitol’s Second IOI. Both parties then agreed to move forward and launch the next phase of diligence. From January 31, 2017 to February 6, 2017, representatives from Cision provided additional diligence materials and Capitol conducted further diligence in preparation for meetings with Cision management.

On February 2, 2017, representatives of Capitol had a call with representatives from DB and met with bankers from Citi to review the most recent proposal it had made to Cision and further gauge potential market reception to a merger between Cision and Capitol. Present for these sessions were Messrs. Ein, Dryden, Apfel and Parnell and Ms. Saemundsson from Capitol.

On February 7, 2017, representatives from Capitol engaged in a full-day diligence session with Cision management at Cision’s headquarters in Chicago. Attendees for this session were Messrs. Ein, Dryden, Apfel and Parnell and Ms. Saemundsson from Capitol, Messrs. Akeroyd and Pearlstein from Cision and Mr. Master from GTCR. Cision management provided an overview of the organization and management structure, business mix, product roadmap, key operating statistics and trends, organic growth opportunities and the M&A pipeline. At the conclusion of the diligence session, representatives of Capitol and Mr. Master discussed next steps with respect to the transaction timeline and drafting of the merger agreement.

Separately, on February 7, 2017, Capitol engaged Latham & Watkins to serve as merger and acquisition counsel to Capitol and assist in negotiating the Merger Agreement and related agreements.

On February 10, 2017, Mr. Dryden had an introductory call with a representative in the Mergers & Acquisitions Tax group at PwC to provide some background on the transaction, and discuss the scope of an engagement for PwC to assist Capitol with tax and accounting due diligence. On that same day, Capitol engaged Graubard Miller to serve as corporate securities counsel in connection with the Cision transaction.

On February 15, 2017, Mr. Ein had breakfast in New York with Mr. Anderson to discuss the status of the transaction and review outstanding diligence items.

On February 16, 2017, representatives of Capitol had a conference call with representatives of CS to discuss public markets investors’ likely receptiveness to a transaction and valuation ranges based on the latest financial projections for the company.

On February 21, 2017, Mr. Anderson notified Messrs. Ein and Dryden that GTCR’s investment committee had met to review the contemplated transaction and that subject to three items would like to move forward to

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signing. The items noted included: (i) a closing condition based on a mutually agreeable threshold for minimum cash or maximum redemptions and (ii) aligning Capitol founders’ overall economics pro rata to delivering Capitol’s $325 million of cash in trust at closing.

On February 23, 2017, Messrs. Ein and Dryden had dinner with Messrs. Akeroyd and Pearlstein in New York to discuss the status of the transaction and review their vision for the business.

On February 24, 2017, a meeting was held at Citi’s offices in New York to review Capitol’s preliminary investor presentation and discuss communication and investor strategy. Attendees for this meeting included Messrs. Ein, Dryden, Apfel and Parnell and Ms. Saemundsson from Capitol, Messrs. Akeroyd and Pearlstein from Cision and investment banking representatives from Citi and DB.

Over the next week, from February 24, 2017 through March 3, 2017, Messrs. Ein, Dryden, Akeroyd and Pearlstein met with potential investors on a confidential basis to discuss their interest in making an equity investment in connection with the potential business combination. During these meetings, Messrs. Ein, Dryden, Akeroyd and Pearlstein reviewed with potential investors certain information regarding Cision and the post-combination company, including certain financial projections regarding Cision’s business. Each potential investor was informed in advance that the information that would be shared may constitute material non-public information, and each potential investor agreed to be bound by certain confidentiality obligations as well as a prohibition on trading the securities of Capitol and using the information for purposes other than such potential investor’s investment in connection with the potential business combination. The feedback and responses received from the potential investors regarding a potential business combination between the Capitol and Cision was positive.

Following the first day of meetings with potential investors, on February 26, 2017, representatives from Capitol, including Messrs. Ein, Dryden, Apfel, Parnell, Ms. Saemundsson, and Capitol’s independent directors, met via teleconference to discuss the potential transaction. Messrs. Ein and Dryden provided an update on Capitol’s search for a proposed target business, including the proposed transaction with Cision and the group agreed to continue moving forward with the Cision negotiations.

On February 26, 2017, Capitol received an initial draft of the Merger Agreement from Cision’s counsel, Kirkland & Ellis LLP. This initial draft included a provision whereby the equity value consideration to existing Cision shareholders would be increased to the extent the resulting cash proceeds from the ongoing process to divest the Vintage Group exceeded initial sale price expectations as outlined in the GTCR Proposal. Additionally, the draft Merger Agreement proposed a post-merger structure involving a foreign holding company organized in the Cayman Islands. In light of Cision’s current foreign holding company structure, Cision insisted upon a foreign holding company structure for the go-forward company in connection with the business combination. During the two weeks preceding the receipt of the initial draft of the Merger Agreement, as part of discussions with Capitol, Cision had proposed a foreign holding company structure organized in Luxembourg. During such discussions, Capitol proposed the Cayman Islands as an alternative jurisdiction of organization for the combined business, which the parties agreed would be preferable to Luxembourg from a corporate governance standpoint as well as other issues related to being publicly traded in the United States. Capitol and Latham reviewed the agreement and held a series of calls over the next several days to discuss how to address key issues in the Merger Agreement including transaction economics, representations, covenants, closing conditions and the post-merger corporate structure.

On March 1, 2017, Mr. Dryden spoke with Mr. Master, who updated Mr. Dryden on the expected Vintage transaction terms. At such time, the parties agreed to consider updating the equity consideration to existing Cision shareholders, reflecting lower expected net debt at closing.

On March 2, 2017, representatives from Latham and Capitol responded with a first round of comments to Kirkland & Ellis LLP’s proposed draft of the Merger Agreement and accepted the proposed post-merger structure as a Cayman Islands exempted company. Between March 2, 2017 and March 5, 2017, representatives of Capitol, GTCR, Cision, Latham and Kirkland & Ellis LLP continued to negotiate terms of the Merger Agreement.

On March 6, 2017, Kirkland & Ellis LLP sent to Capitol and Latham an updated draft of the Merger Agreement, which included a $5 million increase to the equity consideration to Cision owners, reflecting

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updated cash proceeds from the Vintage Group divestiture. Capitol representatives agreed this adjustment would be appropriate and fair to Capitol and its shareholders, based on updated expectations with respect to the Vintage Group sale price.

On March 8, 2017, Capitol’s Board of Directors met via teleconference as part of its regularly scheduled quarterly Board meetings. The entire Board was present at the meeting. Also participating by invitation were Ms. Saemundsson and Messrs. Apfel and Parnell, and representatives of Graubard Miller, counsel to Capitol. At this meeting, Mr. Ein provided an update on the potential transaction with Cision and status of its ongoing due diligence.

On March 10, 2017, Mr. Pearlstein contacted Mr. Dryden to notify him that the transaction to divest Vintage Group was signed at the updated price Mr. Master had outlined in a conversation with Mr. Dryden on March 1, 2017.

On March 12, 2017, Mr. Master exchanged email correspondence with Mr. Dryden and indicated that Cision had signed an agreement to acquire the business intelligence and media analysis provider under the same (or largely similar) terms to those outlined in the GTCR Proposal.

Between March 13, 2017 and the date of signing on March 19, 2017, representatives of Capitol, GTCR, Cision, Latham and Kirkland & Ellis LLP continued to draft and finalize terms of the Merger Agreement and other related agreements. During this same period, Capitol and its advisors continued to conduct business, financial, legal, tax and accounting diligence.

On March 16, 2017, Capitol’s Board of Directors met via teleconference. The entire Board was present at the meeting. Also participating by invitation were Ms. Saemundsson and Messrs. Apfel and Parnell, representatives of Latham, and representatives of Graubard Miller. Mr. Ein gave an extensive presentation about the prospective Cision merger. After considerable review and discussion of the transaction, including the post-merger structure as a Cayman Islands exempted company, the Merger Agreement and related documents were unanimously approved, subject to final negotiations and modifications, and the board determined to recommend the approval of the merger transaction. The board also concluded that the fair market value of Cision was equal to at least 80% of the funds held in Capitol’s trust account.

The Merger Agreement was signed on March 19, 2017. Prior to the market open on March 20, 2017, Capitol and Cision jointly issued a press release announcing the signing of the Merger Agreement and Capitol filed a Current Report on Form 8-K announcing the execution of the Merger Agreement and discussing the key terms of the Merger Agreement in detail.

Subsequent to this, on April 7, 2017, the parties amended the Merger Agreement to clarify that having the ordinary shares of Holdings to be issued pursuant to the Merger Agreement be approved for listing on any national securities exchange (as opposed to solely Nasdaq which was originally set forth in the Merger Agreement) would satisfy the applicable closing condition in the Merger Agreement.

Capitol’s Board of Directors’ Reasons for Approval of the Transactions

Capitol’s board of directors, in evaluating the business combination, consulted with Capitol’s management and legal and financial advisors. In reaching its unanimous resolution (i) that the terms and conditions of the Merger Agreement, including the proposed business combination, are advisable, fair to, and in the best interests of Capitol and its stockholders and (ii) to recommend that stockholders adopt and approve the Merger Agreement and approve the Transactions contemplated therein, Capitol’s board considered a range of factors, including but not limited to, the factors discussed below. In light of the number and wide variety of factors, the Capitol board did not consider it practicable to and did not attempt to quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The Capitol board viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Capitol’s reasons for the business combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “ Forward-Looking Statements .”

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In approving the Transactions, the Capitol board determined not to obtain a fairness opinion. The officers and directors of Capitol have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Capitol’s financial advisors, including Citi, DB and CS, enabled them to make the necessary analyses and determinations regarding the business combination with Cision. In addition, Capitol’s officers and directors and Capitol’s advisors have substantial experience with mergers and acquisitions.

In considering the business combination, the Capitol board of directors gave considerable weight to the following factors:

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The Capitol board also considered a variety of uncertainties and risks and other potentially negative factors concerning the business combination, including, but not limited to, the following:

The Capitol board concluded that the potential benefits that it expected Capitol and its shareholders to achieve as a result of the Transactions outweighed the potentially negative factors associated with the Transactions. The board also noted that the Capitol stockholders would have a substantial economic interest in the combined company (depending on the level of Capitol stockholders that sought conversion of their public shares into cash). Accordingly, the board unanimously determined that the Merger Agreement and the Transactions contemplated therein, were advisable, fair to, and in the best interests of the Capitol and its stockholders.

Certain Forecasted Financial Information for Cision

Cision provided Capitol with its internally prepared forecasts for each of the years in the five-year period ending December 31, 2021. This prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. These forecasts were prepared solely for internal use and capital budgeting and other management purposes, are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third-party use, including by investors or holders. You are cautioned not to rely on the forecasts in making a decision regarding the transaction, as the forecasts may be materially different than actual results.

The forecasts are based on information as of the date of this proxy statement/prospectus and reflect numerous assumptions including assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors, all of which are difficult to predict and many of which are beyond Cision’s control, such as the risks and uncertainties contained in the section entitled “ Risk Factors .” The most significant assumptions upon which Cision’s management based its projections and the reasonable and supportable basis for those assumptions are, among other things, (i) increased spending from existing customers due to the bundling of various point solutions under the integrated C3 platform, especially from the large number of current PR Newswire and Cision customers that do not overlap; (ii) the achievement of cost

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synergies related to the PR Newswire acquisition, largely related to workforce rationalization and the consolidation of redundant spending, of which over half have already been actioned and the rest identified; (iii) the acquisition of new customers through a combination of increased penetration in its current market segment driven by the comprehensive C3 platform as well as expansion into new market segments by offering new audience analytics capabilities to brands and media networks; and (iv) constant foreign exchange rates based on the current exchange rates at the time the forecasts were created.

Although the assumptions and estimates on which the forecasts for revenue and costs are based are believed by Cision’s management to be reasonable and based on the best-then currently available information, the financial forecasts are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Cision’s control. While all forecasts are necessarily speculative, Cision believes that the prospective financial information covering periods beyond twelve months from its date of preparation carries increasingly higher levels of uncertainty and should be read in that context. There will be differences between actual and forecasted results, and actual results may be materially greater or materially less than those contained in the forecasts. The inclusion of the forecasted financial information in this proxy statement/prospectus should not be regarded as an indication that Cision or its representatives considered or consider the forecasts to be a reliable prediction of future events, and reliance should not be placed on the forecasts.

The forecasts were requested by, and disclosed to, Capitol for use as a component in its overall evaluation of Cision, and are included in this proxy statement/prospectus on that account. Cision has not warranted the accuracy, reliability, appropriateness or completeness of the forecasts to anyone, including to Capitol. Neither Cision’s management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of Cision compared to the information contained in the forecasts, and none of them intends to or undertakes any obligation to update or otherwise revise the forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the forecasts are shown to be in error. Accordingly, they should not be looked upon as “guidance” of any sort. Cision will not refer back to these forecasts in its future periodic reports filed under the Exchange Act. Unlevered Free Cash Flow data was created for the Capitol board at their request, in conjunction with the proposed transaction. Cision management has not used, and in the future does not plan to use or disclose this as a performance metric.

The prospective financial information included in this proxy statement/prospectus was prepared by, and is the responsibility of, Cision’s management. PwC, Cision’s auditor, has neither audited, reviewed, examined, compiled nor performed agreed upon procedures with respect to the accompanying prospective financial information and, accordingly, PwC does not express an opinion or any other form of assurance with respect thereto. The report furnished by PwC included in this proxy statement/prospectus relates to historical financial information of Cision. It does not extend to the prospective financial information and should not be read to do so. The forecasts reflect the consistent application of the accounting policies of Cision and should be read in conjunction with the accounting policies included in Note 2 (“ Summary of Significant Accounting Policies ”) accompanying the historical audited consolidated financial statement of Cision included in this proxy statement/prospectus.

The key elements of the forecasts provided to Capitol are summarized below (in millions of dollars):

		Fiscal Year Ended December 31,
($ in millions)		2017E (1)				2018E				2019E				2020E				2021E
Revenue		$	628			$	659			$	711			$	787			$	861
Adjusted EBITDA (2) (3) (5)		$	227			$	260			$	294			$	338			$	380
Capital Expenditures		$	29			$	34			$	34			$	34			$	34
Unlevered Free Cash Flow (3) (4) (5)		$	199			$	225			$	260			$	304			$	347

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Comparable Company Analysis

Capitol’s management primarily relied upon a comparable company analysis to assess the value that the public markets would likely ascribe to Cision following a business combination with Capitol and this analysis was presented to the board. The relative valuation analysis was based on publicly-traded companies in the information services and enterprise software sector, which were determined to be most comparable. The comparable companies the Capitol board reviewed within the information services sector were S&P Global Inc. (“S&P”), Nielsen N.V. (“Nielsen”), Verisk Analytics, Inc. (“Verisk”), and Factset Research Systems Inc. (“Factset”). Within the enterprise software sector the Capitol board reviewed Aspen Technology, Inc. (“Aspen Technology”), Blackbaud, Inc. (“Blackbaud”), Manhattan Associates, Inc. (“Manhattan Associates”), Verint Systems, Inc. (“Verint Systems”), MicroStrategy Incorporated (“MicroStrategy”), and Inovalon Holdings, Inc. (“Inovalon Holdings”). These companies were selected by Capitol as the publicly traded companies having businesses most similar to the combined company’s business in the broader information services and enterprise software sector in the United States. However, Capitol’s board realized that no company was identical in nature to Cision. Within the narrower industry of companies focused on communication software and analytics in the United States, there are no publicly traded companies.

Capitol’s board of directors reviewed, among other things, the enterprise values of the selected companies, enterprise values as a multiple of estimated EBITDA for calendar years 2017 and 2018, and projected revenue and EBITDA compound annual growth rates from calendar year 2017 through calendar year 2019.

The enterprise values, multiples and growth rates for the selected comparable companies are summarized in the table below:

Company ($ in millions)		Enterprise Value				EV/CY 2017 EBITDA				EV/CY 2018 EBITDA				2017 – 2019 Revenue CAGR %				2017 – 2019 EBITDA CAGR %
Information Services
S&P		$	36,740				13.7x				12.9x				5.9	%			6.1	%
Nielsen			23,075				11.3x				10.7x				4.1	%			5.9	%
Verisk			15,881				14.8x				13.8x				6.0	%			6.8	%
Factset			7,214				17.2x				16.1x				6.8	%			6.1	%
Information Services Median		$	19,478				14.3x				13.3x				5.9	%			6.1	%
Enterprise Software
Aspen Technology		$	4,529				19.1x				17.9x				5.5	%			7.1	%
Blackbaud			3,990				21.5x				18.6x				9.8	%			22.5	%
Manhattan Associates			3,557				15.8x				14.4x				8.1	% (1)			9.9	% (1)
Verint Systems			3,082				11.7x				10.7x				5.3	%			7.7	%
MicroStrategy			1,588				11.2x				10.8x				4.9	%			6.4	%
Inovalon Holdings			1,517				14.0x				11.9x				7.6	%			17.5	%
Enterprise Software Median		$	3,320				14.9x				13.1x				6.6	%			8.8	%

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The median multiples for the information services companies were 14.3x and 13.3x for calendar years 2017 and 2018 EBITDA, respectively. The median multiples for enterprise software company were 14.9x and 13.1x for calendar years 2017 and 2018 EBITDA, respectively.

Based on the review of these selected comparable publicly traded companies, Capitol’s board concluded that Capitol’s pro forma implied total enterprise value as a multiple of Adjusted EBITDA was below the similar benchmarks of such companies, while Capitol’s pro forma financial metrics were comparable or better than those of the comparable companies. This analysis supported the Capitol board’s determination that the terms of the business combination were fair to and in the best interests of Capitol and its stockholders.

Satisfaction of 80% Test

It is a requirement under Capitol’s amended and restated certificate of incorporation that any business acquired by Capitol have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for an initial business combination. As of March 19, 2017, the date of the execution of the merger agreement, the balance of the funds in the trust account was approximately $314 million (excluding $11 million of deferred underwriting commissions) and 80% thereof represents approximately $251 million. In reaching its conclusion on the 80% asset test, Capitol’s board of directors used as a fair market value the $2,309 million enterprise value for Cision, which was implied based on the terms of the Transactions agreed to by parties in negotiating the Merger Agreement. This fair market value was implied based on adding (i) the $821 million common equity value consideration to the current Cision owners, and (ii) the $1,488 million of estimated net debt at closing. The parties to the Merger Agreement considered factors such as Cision’s historical financial results, the future growth outlook and financial plan, as well as valuations and trading of publicly traded companies in similar and adjacent sectors. The board determined that the consideration being paid in the merger, which amount was negotiated at arms-length, was fair to and in the best interests of Capitol and its stockholders and appropriately reflected Cision’s value. The board based this conclusion on (i) a comparison of (a) the ratio of enterprise value over estimated 2017 Adjusted EBITDA of 10.1x for Cision, based on a $2,309 million enterprise value of Cision, to (b) the median enterprise value over estimated 2017 Adjusted EBITDA of 14.3x and 14.9x, respectively, for the comparable companies within the information services and enterprise software sectors, respectively; (ii) a review of projections provided by Cision showing material compounded annual growth in revenues and Adjusted EBITDA through 2021, as described above in the section “Certain Projected Financial Information for Cision”; and (iii) a range of qualitative and quantitative factors such as Cision’s leadership position, management experience, Adjusted EBITDA growth, strong operating metrics, and future growth opportunities.

The Capitol board of directors believes that because of the financial skills and background of its directors, it was qualified to conclude that the acquisition of Cision met the 80% requirement. Based on the fact that the $2,309 million fair market value of Cision as described above, is in excess of the threshold of approximately $251 million, representing 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions), the Capitol board determined that the fair market value of Cision was substantially in excess of 80% of the funds in the trust account and that the 80% test was met.

Interests of Capitol’s Directors and Officers in the Business Combination

In considering the recommendation of the board of directors of Capitol to vote in favor of approval of the business combination proposal, the charter amendments proposal and the other proposals, stockholders should keep in mind that Capitol’s Sponsors, including its directors and executive officers, have interests in such proposals that are different from, or in addition to, those of Capitol stockholders generally. In particular:

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Recommendation of Capitol’s Board of Directors

After careful consideration of the matters described above, particularly Cision’s leading position in its industry, potential for growth and profitability, the experience of Cision’s management, Cision’s competitive positioning, its customer relationships, and technical skills, Capitol’s board determined unanimously that each of the business combination proposal, the charter proposals, the director election proposal, the incentive plan proposal and the adjournment proposal, if presented, is fair to and in the best interests of Capitol and its stockholders. Capitol’s board of directors has approved and declared advisable and unanimously recommend that you vote or give instructions to vote “FOR” each of these proposals.

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The foregoing discussion of the information and factors considered by the Capitol board of directors is not meant to be exhaustive, but includes the material information and factors considered by the Capitol board of directors.

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the holder must compute the amount of gain or loss realized as a result of the Merger on a share-by-share and warrant-by-warrant basis by allocating the aggregate fair market value of (i) the Holdings’ ordinary shares received by such U.S. holder and (ii) the warrants to purchase Holdings’ ordinary shares owned by such U.S. holder as a result of the Merger among the Capitol common shares and warrants owned by such U.S. holder immediately prior to the Merger in proportion to their fair market values . Any loss recognized by a U.S. holder is disallowed.

Gain, if any, recognized by a U.S. holder will generally be long-term capital gain to the extent it is allocated to surrendered Capitol shares or warrants that were held by such U.S. holder for more than one year at the time of the Merger. A U.S. holder will be able to “tack on” its holding period in the surrendered Capitol shares to such U.S. holder’s holding period in its Holdings’ shares. A U.S. holder’s holding period in the Holdings’ warrants received will begin on the day after the Merger.

However, if the Merger qualifies as a reorganization as well as a Code Section 351 exchange, a U.S. holder who receives Holdings ordinary shares and whose warrants are automatically converted into warrants to purchase Holdings ordinary shares in the Merger will not recognize any gain or loss. In such case, a U.S. holder’s basis in the Holdings’ warrants received in the exchange will be equal to such U.S. holder’s adjusted basis in the Capitol warrants exchanged therefor and the U.S. holder will be able to “tack on” its holding period in the surrendered Capitol warrants to such U.S. holder’s holding period in its Holdings’ warrants. Similarly, a U.S. holder’s basis in the Holdings’ shares received in the exchange will be equal to such U.S holder’s adjusted basis in the Capitol shares exchanged therefor and the U.S. holder will be able to “tack on” its holding period in the surrendered Capitol shares to such U.S. holder’s holding period in its Holdings’ shares.

U.S. holders exchanging Capitol common shares for cash and exchanging Capitol warrants for Holdings’ warrants

Regardless of whether the Merger qualifies as a reorganization or only as a Code Section 351 exchange, U.S. holders who exercise conversion rights and elect to receive cash in exchange for their Capitol shares in the Merger will recognize gain or loss on such exchange equal, subject to the discussion below, to the difference between the amount of cash received and such U.S. holder’s adjusted basis in the Capitol shares exchanged therefor. Such gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period in such Capitol shares is more than one year at the time of the Merger.

If the Merger does not qualify as a reorganization, a U.S. holder receiving cash for Capitol common shares whose Capitol warrants automatically convert into warrants to purchase Holdings’ ordinary shares will recognize gain and loss upon such conversion equal to the difference between the fair market value of the Holdings’ warrants received less such U.S. holder’s adjusted basis in its Capitol warrants surrendered. A U.S. holder’s basis in its Holdings’ warrants received will be equal to the fair market value of such warrants. A U.S. holder’s holding period in its Holdings’ warrants will begin on the day after the Merger.

If the Merger qualifies as a reorganization, a U.S. holder receiving cash for Capitol common shares whose Capitol warrants are converted into Holdings’ warrants will not recognize gain or loss on such conversion. In such case, a U.S. holder’s basis in the Holdings’ warrants received will be equal to the holder’s adjusted basis in the Capitol warrants surrendered therefor and the U.S. holder will be able to “tack on” its holding period in the surrendered Capitol warrants to such U.S. holder’s holding period in its Holdings’ warrants. Cash received by a U.S. holder in exchange for its Capitol shares may be treated as taxable boot received in a reorganization. Under this characterization, such U.S. holder may be required to recognize more gain than if the surrender of Capitol shares for cash was treated as a separate transaction from the exchange of Capitol warrants for Holdings’ warrants. Such U.S. holders are urged to consult their tax advisors regarding the U.S. federal income tax consequences of the Merger.

U.S. holders who hold different blocks of Capitol stock (generally, shares of Capitol stock purchased or acquired on different dates or at different prices) and holders of Capitol stock who receive a mixture of cash and Holdings ordinary shares in exchange for their Capitol stock should consult their tax advisors to determine how the above rules apply to them.

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U.S. Federal Income Tax Considerations of the Merger to Non-U.S. Holders

This section summarizes the U.S. federal income tax considerations of the Merger for non-U.S. holders. For these purposes, a non-U.S. holder is a beneficial owner of Capitol stock or warrants who is neither a U.S. holder nor an entity that is treated as a partnership for U.S. federal income tax purposes.

A non-U.S. holder will generally be treated in the same manner as a U.S. holder for U.S. federal income tax purposes except that any such non-U.S. holder who would otherwise recognize gain under the rules described above for U.S.-holders will not be subject to U.S. federal income tax on the exchange of such non-U.S. holder’s Capitol shares or warrants unless (i) such non-U.S. holder is engaged in a trade or business within the United States and any gain recognized in the exchange is treated as effectively connected with such trade or business (in which case the non-U.S. holder will generally be subject to the same treatment as a U.S. holder with respect to the exchange) or (ii) such non-U.S. holder is an individual who is present in the United States for 183 days or more during the taxable year in which the Merger takes place and has a “tax home” in the United States (in which case the non-U.S. holder will be subject to a 30% tax on the individual’s net capital gain for the year).

The conclusions expressed above are based on current law. Future legislative, administrative or judicial changes or interpretations, which can apply retroactively, could affect the accuracy of those conclusions.

This discussion is intended to provide only a summary of the material United States federal income tax consequences of the Merger to holders of Capitol shares and/or warrants. It does not address tax consequences that may vary with, or are contingent on, your individual circumstances. In addition, the discussion does not address any non-income tax or any foreign, state or local tax consequences of the business combination. Accordingly, you are strongly urged to consult with your tax advisor to determine the particular United States federal, state, local or foreign income or other tax consequences to you of the business combination.

Cayman Islands Tax Considerations

There are no income taxes, withholdings, levies, registration taxes, or other duties or similar taxes or charges now imposed, or which under the present laws of the Cayman Islands could in the future become imposed, in connection with the holding of shares in capital of Holdings. The Cayman Islands currently have no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. Holdings has been registered as an “exempted company” pursuant to the Companies Law. Holdings has received an undertaking from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of twenty years from the date of the undertaking, no law that thereafter is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income or on gains or appreciation, or any tax in the nature of estate duty or inheritance tax, will apply to any property comprised in or any income arising under Holdings, in respect of any such property or income.

Anticipated Accounting Treatment

The business combination will be accounted for as a “reverse merger” in accordance with U.S. GAAP. Under this method of accounting Capitol will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Cision comprising the ongoing operations of the combined entity, Cision’s senior management comprising the majority of the senior management of the combined company, and current shareholders of Cision having a majority of the voting power of the combined entity. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of Cision issuing stock for the net assets of Capitol, accompanied by a recapitalization. The net assets of Capitol will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of Cision.

Regulatory Matters

The Transactions are not subject to any federal or state regulatory requirement or approval, except for the filings with the State of Delaware and the Cayman Islands necessary to effectuate the Transactions.

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Required Vote

The approval of the business combination proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of Capitol common stock entitled to vote at the meeting. Additionally, the business combination will not be consummated if Capitol has less than $5,000,001 of net tangible assets after taking into account the holders of public shares that properly demanded that Capitol convert their public shares into their pro rata share of the trust account.

The approval of the business combination proposal is a condition to the consummation of the business combination. If the business combination proposal is not approved, the other proposals (except an adjournment proposal, as described below) will not be presented to the stockholders for a vote.

THE CAPITOL BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE CAPITOL STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

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The Merger Agreement contains representations and warranties of Cision Owner relating, among other things, to:

The Merger Agreement contains representations and warranties of each of Capitol, Holdings and Merger Sub relating, among other things, to:

Covenants

The parties have each agreed to use commercially reasonable efforts to obtain any required consents and approvals and to take such other actions as may be reasonably necessary to consummate the Transactions. Capitol and Cision have each also agreed to continue to operate their respective businesses in the ordinary course prior to the closing. Cision has agreed that, unless otherwise required or permitted under the Merger Agreement, neither it nor its subsidiaries will take the following actions, among others, without the prior written consent of Capitol (which consent will not be unreasonably conditioned, withheld, delayed or denied):

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The Merger Agreement also contains additional covenants of the parties, including among other things covenants providing for:

Conditions to Closing of the Transactions

General Conditions

Consummation of the Transactions is conditioned on the approval of the business combination proposal, the charter proposals and the director election proposal as described in this proxy statement/prospectus.

In addition, the consummation of the Transactions contemplated by the Merger Agreement is conditioned upon, among other things:

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Capitol’s, Holdings’ and Merger Sub’s Conditions to Closing

The obligations of Capitol, Holdings and Merger Sub to consummate the Transactions contemplated by the Merger Agreement also are conditioned upon, among other things, the accuracy of the representations and warranties of Cision and Cision Owner (subject to customary bring-down standards).

Cision’s and Cision Owner’s Conditions to Closing

The obligations of Cision and Cision Owner to consummate the Transactions contemplated by the Merger Agreement also are conditioned upon, among other things:

Waiver

If permitted under applicable law, either Capitol or Cision Owner may waive any inaccuracies in the representations and warranties made to such party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement. Notwithstanding the foregoing, pursuant to Capitol’s current amended and restated certificate of incorporation, Capitol cannot consummate the proposed business combination if it has less than $5,000,001 of net tangible assets remaining after the closing.

The existence of the financial and personal interests of the directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for Capitol and what he may believe is best for himself in determining whether or not to grant a waiver in a specific situation.

Termination

The Merger Agreement may be terminated at any time, but not later than the closing, as follows:

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Effect of Termination

In the event of proper termination by either Capitol or Cision, the Merger Agreement will become void and have no effect (other than with respect to certain surviving obligations specified in the Merger Agreement), without any liability on the part of any party thereto or its respective affiliates, officers, directors or stockholders, other than liability of any party thereto for any intentional and willful breach of the Merger Agreement by such party occurring prior to such termination.

Fees and Expenses

Except as provided for in the Merger Agreement, all fees and expenses incurred in connection with the Merger Agreement and the Transactions contemplated thereby will be paid by the party incurring such expenses whether or not the Transactions are consummated.

Confidentiality; Access to Information

Cision will afford Capitol and its financial advisors, accountants, counsel and other representatives prior to the completion of the mergers reasonable access during normal business hours, upon reasonable notice, to all of their respective properties, books, material contracts, commitments, tax returns, records and appropriate officers and employees to obtain all financial and operating data and other information concerning the affairs of the Cision and its subsidiaries. Capitol and Cision will maintain in confidence any non-public information received from the other party, and use such non-public information only for purposes of consummating the transactions contemplated by the merger agreement, subject to customary exceptions.

Amendments

The Merger Agreement may be amended by the parties thereto at any time by execution of an instrument in writing signed on behalf of each of the parties. Capitol would file a Current Report on Form 8-K and issue a press release to disclose any amendment to the Merger Agreement entered into by the parties. If such amendment is material to investors, a proxy statement supplement would also be sent to holders of Capitol common stock as promptly as practicable.

Governing Law; Consent to Jurisdiction

The Merger Agreement is governed by the laws of the State of Delaware. Capitol and Cision have irrevocably submitted to the exclusive jurisdiction of federal and state courts the State of Delaware.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Introduction

The following unaudited pro forma condensed combined balance sheet as of March 31, 2017 combines the historical consolidated balance sheet of Cision as of March 31, 2017 with the historical consolidated balance sheet of Capitol as of March 31, 2017, giving effect to the Transactions as if they had been consummated as of that date.

The following unaudited pro forma condensed combined income statement for the three months ended March 31, 2017 combines the historical consolidated statement of operations of Cision for the three months ended March 31, 2017 with the historical consolidated statement of operations of Capitol for the three months ended March 31, 2017, giving effect to the Transactions as if they had occurred on January 1, 2016. The following unaudited pro forma condensed combined income statement for the year ended December 31, 2016 combines the historical consolidated statement of operations of Cision for the year ended December 31, 2016 with the historical statement of operations of Capitol for the year ended December 31, 2016, giving effect to the Transactions as if they had occurred on January 1, 2016.

The historical financial information of Cision was derived from the unaudited consolidated financial statements of Cision for the three months ended March 31, 2017 and the audited consolidated financial statements of Cision for the year ended December 31, 2016 included elsewhere in this proxy statement/prospectus. The historical financial information of Capitol was derived from the unaudited consolidated financial statements of Capitol for the three months ended March 31, 2017 and the audited financial statements of Capitol for the years ended December 31, 2016 included elsewhere in this proxy statement/prospectus. This information should be read together with Cision’s and Capitol’s financial statements and related notes, “ Cision’s and Capitol’s Unaudited Pro Forma Condensed Combined Financial Statements,” “Cision’s Management’s Discussion and Analysis of Financial Condition and Results of Operations ,” “Other Information Related to Capitol — Capitol’s Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and other financial information included elsewhere in this proxy statement/prospectus.

Description of the Transactions

Pursuant to the Merger Agreement, all of the share capital and CPECs in Cision will be contributed to Holdings, in exchange for 82,100,000 ordinary shares of Holdings and 2,000,000 warrants to purchase ordinary shares of Holdings. Following the Contribution and Exchange, Merger Sub will merge with and into Capitol, with Capitol surviving the Merger as a wholly-owned subsidiary of Holdings. In connection with the Transactions, each outstanding share of common stock of Capitol shall be exchanged into a like number ordinary shares of Holdings. The outstanding warrants of Capitol shall, by their terms, automatically entitle the holders to purchase ordinary shares of Holdings upon consummation of the business combination. The Sponsors will forfeit 1,600,000 shares of Capitol’s common stock and warrants to purchase 2,000,000 shares of Capitol common stock at the closing of the Transactions. The number of Capitol shares and warrants forfeited by the Sponsors will increase by a certain number and the ordinary shares and warrants of Holdings issued to Cision Owner will be reduced by a certain number if any Capitol shareholders elect to convert their common stock in Capitol into cash at the closing of the Transactions.

The Merger Agreement contains a provision pursuant to which Holdings may issue up to 6,000,000 additional ordinary shares to Cision Owner, issued in 2,000,000 share increments, for the achievement of specified share price thresholds of $13.00, $16.00 and $19.00 between the closing date of the Transactions and the fifth anniversary of the closing date of the Transactions.

Accounting for the Transactions

The Transactions will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, Capitol will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Cision stockholders having a majority of the voting power of the combined company, Cision comprising the ongoing operations of the combined entity, Cision comprising a majority of the governing body of the combined company, and Cision’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of Cision issuing stock for the net assets of Capitol, accompanied by a

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recapitalization. The net assets of Capitol will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of Cision.

As the issuance of the 6,000,000 of additional ordinary shares to Cision Owner is contingent on the future performance of Holdings’ share price, they have been classified as an equity arrangement and therefore have not been recorded in the unaudited pro forma condensed combined financial statements.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Transactions, are factually supportable and, with respect to the pro forma statement of operations, are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Transactions.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Cision and Capitol have not had any historical relationship prior to the Transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial statements do not include pro forma adjustments for the acquisition of Bulletin Intelligence and the sale of the Vintage business by Cision in March 2017 as these transactions were not considered material to an understanding of Cision and a stockholder’s vote on the Transactions.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of conversions into cash of Capitol public shares:

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma condensed combined financial statements are 82,100,000 ordinary shares to be issued to Cision Owner under Scenario 1 and 81,678,203 ordinary shares to be issued to Cision Owner under Scenario 2.

As a result of the Transactions, assuming that no Capitol stockholders elect to convert their public shares into cash, Cision will own approximately 68% of Holdings’ ordinary shares to be outstanding immediately after the Transactions, and the Capitol stockholders will own approximately 32% of Holdings’ outstanding ordinary shares, based on the number of Capitol common stock outstanding as of December 31, 2016 (in each case, not giving effect to any shares issuable to them upon exercise of their warrants). If 8,567,753 shares of common stock are converted into cash, which assumes the maximum conversion of Capitol’s public shares and providing for a minimum of $225,000,000 cash required to be released from Capitol’s trust account after giving effect to payments to converting shareholders and certain other fees and expenses, Cision will own approximately 74% and the Capitol stockholders will own approximately 26% of Holdings’ ordinary shares to be outstanding immediately after the Transactions (in each case, not giving effect to any shares issuable to them upon exercise of their warrants).

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The Transactions will result in the exchange of Class C Units by Cision Owner for vested and unvested common stock of Holdings. The recapitalization does not constitute a change in control of Cision and so there will be no change in the existing vesting schedules or value of the awards. Equity based compensation expense will continue to be recognized in the post combination period, based on the corresponding remaining vesting periods. As a result, no adjustment has been made in the pro forma financial statements related to the continued recognition of equity based compensation expense related to the Class C Units.

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PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF MARCH 31, 2017
(UNAUDITED) (in thousands except share amounts)

										Scenario 1 Assuming No Conversions into Cash												Scenario 2 Assuming Maximum Conversions into Cash
		(A) Cision				(B) Capitol				Pro Forma Adjustments								Pro Forma Balance Sheet				Pro Forma Adjustments								Pro Forma Balance Sheet
Assets
Current assets:
Cash and cash equivalents		$	41,330			$	274			$	325,920				(1	)
											(14,050	)			(2	)
											(11,000	)			(3	)
											400				(4	)
											(1,350	)			(5	)							85,920				(6	)
											(299,920	)			(6	)		$	41,604				(85,920	)			(7	)		$	41,604
Cash and cash equivalents held in Trust Account, interest income available for taxes			—				729				(729	)			(1	)			—				—								—
Restricted cash			628				—				—								628				—								628
Accrued interest receivable held in Trust Account			—				191				(191	)			(1	)			—				—								—
Accounts receivable, net			89,439				—				—								89,439				—								89,439
Prepaid expenses and current assets			17,031				122				—								17,153				—								17,153
Total Current Assets			148,428				1,316				(920	)							148,824				—								148,824
Long term assets:
Cash and cash equivalents held in Trust Account			—				325,000				(325,000	)			(1	)			—				—								—
Property and equipment, net			50,510				—				—								50,510				—								50,510
Other intangible assets, net			519,063				—				—								519,063				—								519,063
Goodwill			1,088,073				—				—								1,088,073				—								1,088,073
Other assets			8,941				—				—								8,941				—								8,941
Total Long Term Assets			1,666,587				325,000				(325,000	)							1,666,587				—								1,666,587
Total Assets		$	1,815,015			$	326,316			$	(325,920	)						$	1,815,411			$	—							$	1,815,411
Liabilities
Current liabilities:
Current portion of long-term debt		$	11,414			$	—			$	—							$	11,414			$	—							$	11,414
Due to Parent – Convertible Preferred Equity			444,178				—				(444,178	)			(8	)			—				—								—
Accounts payable and accrued expenses			77,044				362				(362	)			(2	)
											(3,151	)			(3	)
											(88	)			(6)			$	73,805			$	26				(6	)		$	73,831
Accrued compensation and benefits			19,316				—				—								19,316				—								19,316
Deferred revenue			129,840				—				—								129,840				—								129,840
Total Current Liabilities			681,792				362				(447,779	)							234,375				26								234,401
Long term liabilities:
Long-term debt, net of current portion			1,413,879				—				(279,180	)			(6	)			1,134,699				79,978				(6	)			1,214,677
Notes payable to related parties			—				950				400				(4	)
											(1,350	)			(5	)			—				—								—
Deferred revenue, net of current portion			1,840				—				—								1,840				—								1,840
Deferred tax liability			75,351				—				—								75,351				—								75,351
Deferred underwriting fee			—				11,375				(11,375	)			(2	)			—				—								—
Other liabilities			17,337				—				—								17,337				—								17,337
Total Liabilities			2,190,199				12,687				(739,284	)							1,463,602				80,004								1,543,606