UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~June 1929, 2017

CAPITOL ACQUISITION CORP. III

(Exact Name of Registrant as Specified in Charter)

Delaware

001-37588

47-4510443

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

509 7^th Street, N.W.

Washington, D.C.

20004

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: 202-654-7060

Not Applicable

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

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

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

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

Emerging growth company x

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

Item 75.0107. ~~Regulation~~Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders.

~~Attached~~ On asJune ~~Exhibit~~29, ~~99.1~~2017, ~~to this Current Report is an updated investor presentation that may be used by~~ Capitol Acquisition Corp. III (the “Capitol”) ~~for~~held ~~meetings with~~an ~~its~~annual ~~security~~meeting ~~holders~~of ~~and other interested persons in connection with~~ its ~~proposed~~stockholders ~~business combination~~ (the “~~Business Combination~~Meeting”). At ~~with~~the ~~Canyon~~Meeting, ~~Holdings~~Capitol’s ~~S.a~~stockholders ~~r.l.~~considered ~~(“Cision”).~~the following proposals:

~~The~~1. A proposal ~~information~~to inapprove ~~this~~the ~~Current~~business ~~Report~~combination between Capitol and Canyon Holdings S.a r.l. (“Cision”), including (a) the ~~exhibit~~Agreement ~~attached~~and ~~hereto~~Plan of Merger, isdated ~~being~~as ~~furnished~~of ~~and~~March ~~shall~~19, ~~not~~2017, beas ~~deemed~~amended (“~~filed~~Merger Agreement”), ~~for~~between ~~the~~Capitol, Capitol ~~purposes~~Acquisition ofHolding ~~Section~~Company Ltd. (“Holdings”), Capitol Acquisition Merger Sub, Inc., Cision and Canyon 18Holdings of(Cayman) L.P., and (b) the ~~Securities~~transactions ~~Exchange~~contemplated ~~Act~~by ofthe ~~1934~~Merger orAgreement ~~otherwise~~and ~~subject~~related toSponsor Support Agreement (including the ~~liabilities~~future issuance of ~~that~~additional ~~Section.~~ordinary ~~The~~shares ~~information~~and inwarrants ~~this~~thereunder ~~Current Report~~under ~~shall~~certain ~~not~~circumstances). beThe ~~incorporated~~following byis ~~reference~~a ~~into~~tabulation of ~~any~~the ~~registration~~votes ~~statement~~with ~~pursuant~~respect to ~~the~~this ~~Securities~~proposal, ~~Act~~which ofwas ~~1933.~~approved by the Company’s stockholders:

Item 9.01 Financial Statements and Exhibits.

For	Against	Abstain	Broker Non-Votes
38,217,706	336,554	0	0

~~(d) Exhibits:~~This represented approximately 99.1% of the voted shares voting in favor of the proposal. In connection with this vote, the holders of 490,078 shares of Capitol’s common stock properly exercised their right to convert their shares into cash at a conversion price of approximately $10.04 per share, for an aggregate conversion amount of $4,920,236.10.

Exhibit		Description
99.1		Investor Presentation

2. Proposals to approve the following material differences between the constitutional documents of Holdings that will be in effect upon the closing of the transactions contemplated by the Merger Agreement and Capitol’s current amended and restated certificate of incorporation:

~~Additional~~(i) The name ~~Information~~of ~~and~~the ~~Where~~new public entity will be “Cision Ltd.” as opposed to ~~Find~~“Capitol ItAcquisition Corp. III”. The following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s stockholders:

Capitol Acquisition Holding Company, Ltd. (“Holdings”), an exempted company incorporated in the Cayman Islands and a wholly-owned subsidiary of Capitol, has filed with the SEC a registration statement on Form S-4 (File No. 333-217256) (the “Registration Statement”) which includes a preliminary proxy statement of Capitol, and a preliminary prospectus with respect to Holdings’ securities to be issued in connection with the proposed Business Combination. Capitol plans to mail to its stockholders a definitive proxy statement/prospectus with respect to Holdings’ securities to be issued in connection with the Business Combination. SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT CAPITOL, HOLDINGS, CISION, THE BUSINESS COMBINATION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Registration Statement, and the definitive proxy statement/prospectus (when they become available) and other relevant materials and any other documents filed by Capitol or Holdings with the SEC free of charge at the SEC’s web site at www.sec.gov. In addition, shareholders will be able to obtain free copies of the Registration Statement by directing a request to: Capitol Acquisition Corp. III, 509 7th Street NW, Washington, DC 20004 or by emailing info@capitolacquisition.com; and/or on Cision’s website at www.cision.com or by directing a written request to Cision, 130 East Randolph St., 7th Floor, Chicago, IL 60601 or by emailing askcision@cision.com.

For	Against	Abstain	Broker Non-Votes
38,217,706	202,324	134,230	0

~~Participants~~(ii) Holdings will inhave 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. The following is a tabulation of the ~~Solicitation~~votes with respect to this proposal, which was approved by Capitol’s stockholders:

Capitol, Cision and Holdings and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Capitol’s stockholders in connection with the proposed Business Combination. Information about Capitol’s directors and executive officers is set forth in Capitol’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the SEC on March 10, 2017. These documents are available free of charge as indicated above. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed Business Combination is included in the Registration Statement and will be contained in the definitive proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

For	Against	Abstain	Broker Non-Votes
38,217,706	202,324	134,230	0

2(iii) Holdings’ constitutional documents do not include the various provisions applicable only to special 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). The following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s stockholders:

Disclaimer

For	Against	Abstain	Broker Non-Votes
37,917,706	202,324	434,230	0

~~This communication is for informational~~3. A ~~purposes~~proposal ~~only and is neither an offer~~ to ~~purchase,~~elect ~~nor~~seven adirectors ~~solicitation of an offer to sell~~who, ~~subscribe~~upon ~~for or buy any securities or~~ the ~~solicitation~~consummation of ~~any~~the ~~vote~~transactions incontemplated ~~any~~by ~~jurisdiction pursuant to~~ the ~~proposed~~Merger ~~transactions or otherwise~~Agreement, ~~nor~~will ~~shall there~~ be ~~any~~ ~~sale,~~the ~~issuance~~directors orof ~~transfer~~Holdings, ~~or securities~~ in ~~any~~the ~~jurisdiction~~classes inset ~~contravention~~forth ~~of applicable law~~below. No ~~offer~~The offollowing ~~securities~~is ~~shall be made except by means of~~ a ~~prospectus~~tabulation ~~meeting the requirements~~ of ~~Section 10 of~~ the ~~Securities~~votes ~~Act~~with ofrespect ~~1933,~~to aseach ~~amended,~~director ~~and~~elected ~~applicable~~at ~~regulations in~~ the ~~Cayman Islands.~~Meeting:

Director	For	Withheld
Class I
L. Dyson Dryden	38,174,906	379,354
Stephen P. Master	38,217,706	336,554
Class II
Stuart Yarbrough	38,384,529	169,731
Kevin Akeroyd	38,217,706	336,554
Class III
Mark D. Ein	38,174,906	379,354
Mark M. Anderson	38,217,706	336,554
Philip A. Canfield	38,217,706	336,554

~~SIGNATURE~~4. A proposal to approve the 2017 Omnibus Incentive Plan of Holdings. The following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s stockholders:

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

For	Against	Abstain	Broker Non-Votes
38,049,206	204,324	300,730	0

~~Dated:~~Because ~~May~~the 19proposal to adopt the Merger Agreement and to approve the business combination contemplated by the Merger Agreement was approved, ~~2017~~the proposal to adjourn the Meeting to a later date or dates, if necessary, was not presented at the Meeting.

~~CAPITOL ACQUISITION CORP. III By: /s/ Mark D. Ein Name: Mark D. Ein Title: Chief Executive Officer~~ SIGNATURE

4Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 29, 2017

	CAPITOL ACQUISITION CORP. III



	By:	/s/ Mark D. Ein
		Name: Mark D. Ein
		Title: Chief Executive Officer

Filing Compare · Capitol Acquisition Corp. III