CISION LTD.

(Exact name of Registrant as specified in its charter)

 

Cayman Islands		7372		N/A
(State or other jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
incorporation or organization)		Classification Code Number)		Identification Number)

 

130 E. Randolph Street
7 ^th Floor
Chicago, Illinois 60601
(312) 922-2400

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

 

Copies to:

Jack Pearlstein Chief Financial Officer 130 E. Randolph Street 7 th Floor Chicago, Illinois 60601 (301) 459-2827				Dennis M. Myers, P.C. Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654 (312) 862-2000

 

Approximate date of commencement of the proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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(c) 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. x   Registration No.: 333-221792

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 x		Non-accelerated filer o (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

PART II
  
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.  Exhibits.

Exhibit No.		Description		Included		Form		Filing Date
2.1		Agreement and Plan of Merger, dated as of March 19, 2017, by and among Capitol Acquisition Corp. III, Capitol Acquisition Holding Company Ltd., Capitol Acquisition Merger Sub, Inc., Canyon Holdings (Cayman), L.P. and Canyon Holdings S.à r.l.		By Reference		S-4		April 11, 2017
2.2		Amendment No. 1 to Agreement and Plan of Merger, dated as of April 7, 2017, by and among Capitol Acquisition Corp. III, Capitol Acquisition Holding Company Ltd., Capitol Acquisition Merger Sub, Inc., Canyon Holdings (Cayman), L.P. and Canyon Holdings S.à r.l.		By Reference		S-4		April 11, 2017
3.1		Amended and Restated Memorandum and Articles of Association of Cision Ltd.		By Reference		8-K		July 6, 2017
4.1		Specimen Ordinary Share Certificate		By Reference		S-4/A		May 15, 2017
4.2		Warrant Agreement, dated as of October 13, 2015, between Continental Stock Transfer & Trust Company and Capitol Acquisition Corp. III.		By Reference		8-K (1)		October 15, 2015
4.3		Assignment and Assumption Agreement, dated as of June 29, 2017, between Continental Stock Transfer & Trust Company, Capitol Acquisition Corp. III and Capitol Acquisition Holding Company Ltd.		By Reference		8-K		July 6, 2017
5.1		Opinion of Walkers		By Reference		S-1		November 28, 2017
10.1		Registration Rights Agreement between Cision Ltd. and certain holders identified therein.		By Reference		8-K		July 6, 2017
10.2		Director Nomination Agreement between Cision Ltd., Canyon Holdings (Cayman), L.P. and the other parties named therein.		By Reference		8-K		July 6, 2017
10.3		2017 Omnibus Incentive Agreement		By Reference		S-4/A		June 14, 2017
10.4		Form of Non-Equity Incentive Plan		By Reference		S-4/A		May 15, 2017
10.5		Form of Director Indemnification Agreement (Affiliates of Canyon Holdings (Cayman), L.P.).		By Reference		8-K		July 6, 2017
10.6		Form of Director Indemnification Agreement (Affiliates of Capitol Acquisition Management 3 LLC and Capitol Acquisition Founder 3 LLC).		By Reference		8-K		July 6, 2017
10.7		Form of Director and Officer Indemnification Agreement (Officers and Independent Directors).		By Reference		8-K		July 6, 2017
10.8		First Lien Credit Agreement		By Reference		S-4/A		May 15, 2017
10.9		Amendment to First Lien Credit Agreement		By Reference		S-4/A		May 15, 2017
10.10		Second Lien Credit Agreement		By Reference		S-4/A		May 15, 2017
10.11		Support Agreement		By Reference		S-4/A		May 15, 2017
10.12		Employment Agreement between Cision U.S. Inc. and Kevin Akeroyd.		By Reference		8-K		July 6, 2017
10.13		Employment Agreement between Cision U.S. Inc. and Jack Pearlstein.		By Reference		8-K		July 6, 2017
10.14		Office Lease between Cision U.S. Inc. and BFPRU I, LLC.		By Reference		8-K		July 6, 2017
21.1		Subsidiaries of the Registrant		By Reference		8-K		July 6, 2017