Cision (CISN) S-8 POSRegistration of securities for employees (post-effective amendment)

As filed with the Securities and Exchange Commission on February 3, 2020

Registration StatementNo. 333-233658

Registration StatementNo. 333-229086

Registration StatementNo. 333-220345

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

FormS-8 Registration StatementNo. 333-233658

FormS-8 Registration StatementNo. 333-229086

FormS-8 Registration StatementNo. 333-220345

Under

THE SECURITIES ACT OF 1933

CISION LTD.

(Exact name of registrant as specified in its charter)

Cision Ltd. 2018 Employee Stock Purchase Plan

Cision Ltd. 2017 Omnibus Incentive Plan

(Full title of the plan)

Jack Pearlstein

Chief Financial Officer

130 E. Randolph Street

7th Floor

Chicago, Illinois 60601

(Name and address of agent for service)

(301)459-2827

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

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.  ☐

DEREGISTRATION OF UNSOLD SECURITIES

These Post-Effective Amendments relate to the following Registration Statements (collectively, the “Registration Statements”) of Cision Ltd. (the “Company”):

On January 31, 2020, Castle Merger Limited (“Merger Sub”), a Cayman Islands exempted company with limited liability and a wholly-owned subsidiary of the Castle Acquisition Limited (f/k/a MJ23 UK Acquisition Limited, “Parent”), a private company limited by shares incorporated in England and Wales merged (the “Merger”) with and into the Company. The Merger was pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) entered into on October 22, 2019, by and among the Company, Parent and Merger Sub. The Company continued as the surviving company and a wholly-owned subsidiary of Parent.

As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of its Ordinary Shares pursuant to its existing registration statements, including the Registration Statements. Accordingly, pursuant to the undertaking contained in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, the Company is filing these Post-Effective Amendments to the Registration Statements to deregister all the shares of the Company’s Ordinary Shares registered under the Registration Statements, which remained unissued as of the effective time of the Merger. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such Ordinary Shares.

As no securities are being registered herein, and the sole purpose of this filing is to terminate and deregister securities, the exhibit disclosure requirements under Item 601 of Regulation S-K are inapplicable to this filing.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beltsville, State of Maryland on this third day of February, 2020.

No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act.