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





Washington, D.C. 20549
Date of Report (date of earliest event reported): May 18, 2022
Mirion Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-39352 83-0974996
(State or Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)
1218 Menlo Drive
Atlanta, Georgia 30318
(Address of Principal Executive Offices)
(770) 432-2744
(Registrant's telephone number, including area code)

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:
☐    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))
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, $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
Indicate by check mark whether the registrant is an emerging growth company 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 ☐
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 18, 2022, Mirion Technologies, Inc. (the “Corporation”) appointed Christopher Moore as Principal Accounting Officer, effective immediately. Mr. Moore joined the Corporation in April 2022 and, in his new role, will lead the global accounting organization and be responsible for advancing the Corporation’s accounting and internal financial controls. Mr. Moore will report directly to the Corporation’s CFO, Brian Schopfer.

Mr. Moore brings more than 25 years of experience to the Corporation’s finance team. Before joining Mirion, Mr. Moore previously served from October 2019 to October 2021 as Global Corporate Controller at Carestream Dental. Prior to joining Carestream Dental, he served as Global Business Controller – Renewables Segment at General Electric from July 2017 to October 2019. Mr. Moore also held various leadership roles within the Controllership function at General Electric from July 2004 to March 2015. Mr. Moore also served as VP Global Corporate Controller at Dematic Corp. from March 2015 to July 2017. Mr. Moore received his Bachelor of Business Administration degree in Accounting from the University of Michigan and is an active CPA.

Mr. Moore will receive a base salary and an annual cash bonus opportunity equal to a percentage of his base salary for target-level achievement of performance criteria established under the Corporation’s Long-Term Incentive Plan. Mr. Moore previously received a number of equity awards of the Corporation under the terms of the Corporation’s 2021 Omnibus Incentive Plan which shall vest and be governed by such plan and the relevant restricted stock unit agreement. Mr. Moore will also be eligible for participation in the Corporation’s 401(k) plan and benefits programs. Mr. Moore has also executed an agreement subjecting him to confidentiality and assignment of intellectual property covenants.

104 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.


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.

Date: May 20, 2022

Mirion Technologies, Inc.
By:    /s/ Brian Schopfer    
Name:    Brian Schopfer
Title:    Chief Financial Officer