10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File

No. 001-39352

Mirion Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware		83-0974996
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1218 Menlo Drive Atlanta, Georgia		30318
(Address of principal executive offices)		(Zip Code)

(770) 432-2744

(Registrant’s telephone number, including area code)

GS Acquisition Holdings Corp II

200 West Street

New York, New York

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	MIR	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	MIR WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes

☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a 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 Rule

12b-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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of October 20, 2021, there were

199,523,292

shares of Class A common stock, $0.0001 par value per share, and

8,560,540

shares of Class B common stock, $0.0001 par value per share, issued and outstanding.

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EXPLANATORY NOTE

On October 20, 2021 (the “Closing Date”), Mirion Technologies, Inc. (formerly known as GS Acquisition Holdings Corp II), consummated its previously announced business combination (the “Business Combination”) pursuant to that certain Business Combination Agreement, dated as of June 17, 2021 (as amended, the “Business Combination Agreement”), by and among the Company, Mirion Technologies (TopCo), Ltd, a Jersey private company limited by shares (“Mirion TopCo”), CCP IX LP NO. 1, CCP IX LP No. 2, CCP IX

Co-Investment

LP and CCP IX

Co-Investment

No. 2 LP (collectively, the “Charterhouse Parties”) and the other holders of A Ordinary Shares and B Ordinary Shares of Mirion TopCo from time to time becoming a party thereto by executing a Joinder Agreement (each, a “Joining Seller” and collectively, the “Joining Sellers” and, together with each Supporting Mirion Holder, each, a “Seller” and, collectively, the “Sellers,” and the transactions contemplated by the Business Combination Agreement, the “Transactions”). In connection with the Business Combination, GS Acquisition Holdings Corp II (“GSAH”) changed its name to Mirion Technologies, Inc. Unless stated otherwise, this report contains information about GSAH before the Business Combination. References to the “Company” in this report refer to GSAH before the consummation of the Business Combination or Mirion Technologies, Inc. after the Business Combination, as the context suggests.

Table of Contents

MIRION TECHNOLOGIES, INC.

(FORMERLY KNOWN AS GS ACQUISITION HOLDINGS CORP II)

Quarterly Report on Form

10-Q

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Financial Statements

	Unaudited Condensed Balance Sheets		1

	Unaudited Condensed Statements of Operations		2

	Unaudited Condensed Statements of Changes in Stockholders’ Equity		3

	Unaudited Condensed Statements of Cash Flows		4

	Notes to Condensed Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		20

Item 4.	Control and Procedures		20

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings		20

Item 1A.	Risk Factors		20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		71

Item 3.	Defaults Upon Senior Securities		71

Item 4.	Mine Safety Disclosures		71

Item 5.	Other Information		71

Item 6.	Exhibits		72

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PART I—FINANCIAL INFORMATION

Mirion Technologies, Inc.

(Formerly known as GS Acquisition Holdings Corp II)

UNAUDITED CONDENSED BALANCE SHEETS


	September 30, 2021			December 31, 2020
ASSETS
Current assets:
Cash	$	195,542		$	383,246
Prepaid expenses		325,000			599,170
Cash and cash equivalent held in Trust Account		750,097,480			—
Accrued dividends receivable held in Trust Account		3,758			—

Total current assets		750,621,780			982,416
Deferred tax asset		919,025			265,954
Cash and cash equivalent held in Trust Account		—			750,063,158
Accrued dividends receivable held in Trust Account		—			3,883

Total assets	$	751,540,805		$	751,315,411

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	10,510,524		$	965,370
Accrued offering costs		—			375,000
Income tax payable		58			57
Working capital note (see Note 5 )		2,000,000			—
Warrant liability		60,742,195			71,676,615
Deferred underwriting discount		26,250,000			—

Total current liabilities		99,502,777			73,017,042
Deferred underwriting discount		—			26,250,000

Total liabilities		99,502,777			99,267,042

Commitments and contingencies
Class A common stock subject to possible redemption; 75,000,000 shares at September 30, 2021 and December 31, 2020, respectively		750,000,000			750,000,000
Stockholders’ equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding at September 30, 2021 and December 31, 2020 respectively		—			—
Class A common shares, $0.0001 par value, 500,000,000 shares authorized at September 30, 2021 December 31, 2020, respectively		—			—
Class B common shares, $0.0001 par value, 50,000,000 shares authorized, 18,750,000 issued and outstanding at September 30, 2021 and December 31, 2020, respectively		1,874			1,874
Additional paid-in capital		—			—
Accumulated deficit		(97,963,846	)		(97,953,505	)

Total stockholders’ equity/(deficit)		(97,961,972	)		(97,951,631	)

Total liabilities and stockholders’ equity	$	751,540,805		$	751,315,411

See accompanying notes to condensed financial statements

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Mirion Technologies, Inc.

(Formerly known as GS Acquisition Holdings Corp II)

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	Three months ended September 30,						Nine months ended September 30,
	2021			2020 (As Restated)			2021			2020 (As Restated)
Dividend income	$	11,525		$	55,517		$	34,197		$	55,517
General and administrative expenses		(2,876,849	)		(1,444,757	)		(11,631,971	)		(1,503,418	)
Change in fair value of warrant liability		1,701,854			(30,806,877	)		10,934,420			(30,806,877	)

Income (loss) before income taxes		(1,163,470	)		(32,196,117	)		(663,354	)		(32,254,778	)
Income tax benefit (expense)		139,446			65,998			653,013			78,260

Net income (loss)	$	(1,024,024	)	$	(32,130,119	)	$	(10,341	)	$	(32,176,518	)

Weighted average number of shares outstanding of Class A common stock		75,000,000			73,369,565			75,000,000			24,725,275

Basic and diluted net income (loss) per share, Class A	$	(0.01	)	$	(0.35	)	$	(0.00	)	$	(0.72	)

Weighted average number of shares outstanding of Class B common stock		18,750,000			19,407,609			18,750,000			19,883,242

Basic and diluted net income (loss) per share, Class B	$	(0.01	)	$	(0.35	)	$	(0.00	)	$	(0.72	)

See accompanying notes to condensed financial statements

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Mirion Technologies, Inc.

(Formerly known as GS Acquisition Holdings Corp II)

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the three and nine months ended September 30, 2021

Class A Common Shares

Class B Common Shares

Additional Paid-in

Capital

Accumulated
Deficit

Stockholders’
Equity

Amount

Balance, December 31, 2020

—

SEC Form 10-Q filed by Mirion Technologies Inc.