Security Type | Security Class Title | Fee Calculati on or Carry Forward Rule | Amount Register ed | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||||||||||||||
Primary Offering of Securities: | ||||||||||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Class A Common Stock, par value $0.0001 per share | 457(o) | $— | $— | $— | — | $— | ||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Preferred Stock | 457(o) | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Depositary Shares | 457(o) | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fees to Be Paid | Debt | Debt Securities | 457(o) | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Warrants | 457(o) | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Purchase Contracts | 457(o) | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Units | 457(o) | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fees to Be Paid | Unallocated (Universal) Shelf | — | 457(o) | (1) | (2) | $1,000,000,000 | 0.00011020 | $110,200 | ||||||||||||||||||||||||||||||
Fees to Be Paid | Total Registration Fee: | N/A* | $1,000,000,000 | — | $110,200 | |||||||||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
Total Offering Amounts | $1,000,000,000 | $110,200.00 | ||||||||||||||||||||||||||||||||||||
Total Fees Previously Paid | — | |||||||||||||||||||||||||||||||||||||
Total Fee Offsets | — | |||||||||||||||||||||||||||||||||||||
Net Fee Due | $110,200.00 |
(1) | There are being registered hereunder such indeterminate number of shares of common stock, such indeterminate number of shares of preferred stock, such indeterminate number of depositary shares, such indeterminate principal amount of debt securities, such indeterminate number of warrants, such indeterminate number of purchase contracts and such indeterminate number of units as shall have an aggregate initial offering price not to exceed $1,000,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $1,000,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock, of depositary shares, warrants, purchase contracts and units, and such indeterminate principal amount of debt securities as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange or pursuant to the antidilution provisions of any such securities. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock, and of depository shares, as may be issuable with respect to the shares being registered hereunder as a result of any stock dividend, stock split, recapitalization or other similar transaction. | ||||
(2) | The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to the Instructions to the Calculation of Filing Fee Tables and Related Disclosure of Form S-3 under the Securities Act. | ||||
* | The proposed maximum offering price per unit is not applicable in that these securities are not issued in predetermined amounts or units. |
Security Type | Security Class Title | Amount of Securities Previously Registered(3) | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date | ||||||||||||||
Primary Offering | ||||||||||||||||||||
Equity | Class A common stock, $0.0001 par value per share | 27,249,979(4) | $313,374,758.50 | S-1 | 333-260528 | November 4, 2021 | ||||||||||||||
Equity | Class A common stock, $0.0001 par value per share | 8,560,540(5) | $91,426,567.20 | S-1 | 333-260528 | November 4, 2021 | ||||||||||||||
Secondary Offering | ||||||||||||||||||||
Equity | Class A common stock, $0.0001 par value per share | 152,157,565(6) | $1,625,042,794.20 | S-1 | 333-260528 | November 4, 2021 |
(3) | In the event of a stock split, reverse stock split, stock dividend or similar transaction involving our Class A common stock, the number of shares of Class A common stock registered shall automatically be adjusted to cover the additional shares of Class A common stock issuable pursuant to Rule 416 under the Securities Act. | ||||
(4) | Consists of the primary issuance of an aggregate of 27,249,979 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of Mirion Technologies, Inc. (the “Company”), consisting of (i) 18,749,979 shares of Class A common stock issuable upon the exercise of the public warrants (as defined below) by the holders thereof and (ii) 8,500,000 shares of Class A common stock issuable upon the exercise of the private placement warrants (as defined below) by the holders thereof. | ||||
(5) | Consists of the primary issuance of 8,560,540 shares of Class A common stock issuable upon the redemption of 8,560,540 shares of Class B common stock, par value $0.0001 per share (the “IntermediateCo Class B common stock”), of Mirion IntermediateCo, Inc. (“IntermediateCo”). | ||||
(6) | Consists of an aggregate of 152,157,565 shares of Class A common stock registered for resale by the selling holders named in this registration statement (the “Selling Holders”), consisting of (i) 116,347,025 issued and outstanding shares of Class A common stock, (ii) 18,750,000 shares of Class A common stock subject to vesting requirements, (iii) 8,560,540 shares of Class A common stock issuable upon the redemption of 8,560,540 shares of IntermediateCo Class B common stock and (iv) 8,500,000 shares of Class A common stock issuable upon exercise of the private placement warrants. |