Filed Pursuant to Rule 424(b)(3)
Registration No. 333-260528
Prospectus Supplement No. 2
(to prospectus dated March 11, 2022)
Mirion Technologies, Inc.
Up to 8,560,540 Shares of our Class A
Common Stock Issuable upon Redemption of Shares of IntermediateCo Class B Common Stock
Up to 27,249,979 Shares of our Class A Common Stock Issuable upon Exercise of Warrants
143,250,440 Shares of our Class A Common Stock for Resale by the Selling Holders
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated March 11, 2022 (the “Prospectus”), which forms part of our registration statement on Form S-1 (No. 333-260528) with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to: (1) the issuance by us of up to an aggregate of 35,810,519 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of Mirion Technologies, Inc. (the “Company”) that may be issued upon (i) the exercise of 27,249,979 warrants to purchase Class A common stock at an exercise price of $11.50 per share of Class A common stock, including the public warrants and the private placement warrants (each as defined in the Prospectus), and (ii) the redemption of up to 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”); and (2) the offer and sale, from time to time, by the selling holders identified in the Prospectus (the “Selling Holders”), or their permitted transferees, of up to 143,250,440 shares of Class A common stock.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in the Prospectus.
You should read the Prospectus, this prospectus supplement and any additional prospectus supplement or amendment carefully before you invest in our securities. Our Class A common stock and public warrants are listed on the New York Stock Exchange under the symbols “MIR” and “MIR WS,” respectively. On May 19, 2022, the closing price of our Class A common stock was $7.15 per share and the closing price for our public warrants was $1.40 per warrant.
Investing in our Class A common stock and warrants involves a high degree of risk. See the section titled “Risk Factors” beginning on page 19 of the Prospectus and in any applicable prospectus supplement.
Neither the SEC nor any other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
May 20, 2022
|(State or Incorporation)||(Commission File Number)||(I.R.S. Employer Identification Number)|
|1218 Menlo Drive|
Atlanta, Georgia 30318
|(Address of Principal Executive Offices)|
|(Registrant's telephone number, including area code)|
|Title of each class||Trading Symbol(s)||Name
of each exchange|
on which registered
|Class A common stock, $0.0001 par value per share||MIR||New York Stock Exchange|
|Redeemable warrants to purchase Class A common stock||MIR WS||New York Stock Exchange|
|104||Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)|