Forward-Looking Statements
This Quarterly Report includes forward-looking statements. All statements, other than statements of historical fact included in this Quarterly
Report including, without limitation, statements in this Managements Discussion and Analysis of Financial Condition and Results of Operations regarding the Companys financial position, business strategy and the plans and
objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, should, could, would,
expect, plan, anticipate, believe, estimate, continue, or the negative of such terms or other similar expressions. We have based these forward-looking statements on our current
expectations and projections about future events. Forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to,
those described in the Risk Factors section of our final prospectus for our Public Offering (as defined below) and in our other Securities and Exchange Commission (SEC) filings. Except as expressly required by applicable securities law,
we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
As of September 30, 2021, we
were a blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an
Initial Business Combination).
We completed our initial public offering (the Public Offering) on July 2, 2020
(the Closing Date) and the private placement of warrants to purchase shares of our Class A common stock (Private Placement Warrants) on the Closing Date.
At September 30, 2021, we had current assets of $750,621,780 and current liabilities of $99,502,777.
Recent Developments
On October 20, 2021
(the Closing Date), the Company 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, stockholders of the Company elected to
redeem 14,628,610 shares of Class A common stock, representing approximately 19.5% of the Companys issued and outstanding Class A common stock before giving effect to the Business Combination. The Backstop Agreement was not exercised because
the actual redemptions by the public stockholders did not result in Available Closing Cash being less than $1,310,000,000. See Note 8 to the condensed financial statements included elsewhere in this Quarterly Report.
As contemplated by the Business Combination Agreement, the Company became the corporate parent of Mirion TopCo. In order to implement a
structure similar to that of an Up-C, the Company established a Delaware corporation, Mirion IntermediateCo, Inc. (IntermediateCo), as a subsidiary of the Company. A newly-formed subsidiary of IntermediateCo merged with and
into Mirion TopCo with Mirion TopCo surviving as a wholly-owned subsidiary of IntermediateCo. The Company holds 100% of the voting shares of IntermediateCo Class A common stock, par value $0.0001 per share, and greater than 80% of the shares of
IntermediateCo Class B common stock, par value $0.0001 per share (the IntermediateCo Class B common stock). The remainder of the shares of IntermediateCo Class B common stock were issued to certain Sellers as described below.
The aggregate business combination consideration (the Business Combination Consideration) paid by the Company to the Sellers in
connection with the consummation of the Business Combination was $1.3 billion in cash, 30,401,902 newly issued shares of Class A common stock and 8,560,540 newly issued shares of the Companys Class B common stock, par value $0.0001 per share
(the Class B common stock and, together with the Class A common stock, the Common Stock). The Sellers receiving shares of Class B common stock also received one share of IntermediateCo Class B common stock per share of Class
B common stock as a paired interest (the paired interests). Each of the shares of Class A common stock and each paired interest were valued at $10.00 per share for purposes of determining the aggregate number of shares issued to the
Sellers; the fair value of each of the shares and each paired interest issued to the Sellers on the closing date was $10.45 per share.
The holders of the Founder Shares agreed to waive the anti-dilution adjustments provided for in the Companys Amended and Restated
Certificate of Incorporation, which were applicable to the Class B common stock. As a result of such waiver, the 18,750,000 Founder Shares automatically converted into shares of Class A common stock on a one-for-one basis upon the consummation of
the Business Combination. The Founder Shares also became subject to vesting in three equal tranches, based on the volume-weighted average price of the Class A common stock being greater than or equal to $12.00, $14.00 and $16.00 (each, a
Founder Share Vesting Event) per share for any 20 trading days in any 30 consecutive trading day period. Vesting of the Founder Shares will be accelerated upon certain sale events based on the per share price of the Class A common stock
in such sale event. Holders of the Founder Shares are entitled to vote such Founder Shares and receive dividends and other distributions with respect to such Founder Shares prior to vesting, but such dividends and other distributions with respect to
unvested Founder Shares will be set aside by the Company and shall only be paid to the holders of the Founder Shares upon the vesting of such founder shares. The Founder Shares will be forfeited to the Company for no consideration if they fail to
vest in accordance with their vesting terms within five years of the Closing Date.
Concurrently with the execution of the Business
Combination Agreement, GSAH entered into subscription agreements (the Subscription Agreements) with certain investors (collectively, the PIPE Investors), pursuant to, and on the terms and subject to the conditions of which,
the PIPE Investors collectively subscribed for 90,000,000 shares of Class A common stock, 20,000,000 of which GSAM Holdings LLC subscribed for, for an aggregate purchase price equal to $900,000,000 (the PIPE Investment and, such shares,
the PIPE Shares). The PIPE Investment was consummated substantially concurrently with the Closing.
After giving effect to the
Business Combination and the redemption of public shares, as of October 20, 2021 there were 199,523,292 shares of Class A common stock (including 18,750,000 Founder Shares), 8,560,540 shares of Class B common stock, 18,749,979 Public
Warrants and 8,500,000 Private Placement Warrants issued and outstanding. Upon the Closing, the Companys Class A common stock and the Companys Public Warrants began trading on the New York Stock Exchange under the symbols MIR
and MIR WS, respectively, and the Companys public units automatically separated into their component securities and, as a result, no longer trade as a separate security and were delisted from the New York Stock Exchange.
On November 12, 2020, the Sponsor agreed to loan us up to an aggregate of $2,000,000 pursuant to the working capital note (the Working
Capital Note). Any amounts borrowed under the Working Capital Note were non-interest bearing, unsecured and were due at the earlier of the date we were required to complete our Initial Business Combination pursuant to our amended and restated
certificate of incorporation, as amended from time to time, and the closing of the Initial Business Combination. As of September 30, 2021, we borrowed $2,000,000 under the Working Capital Note. On the Closing Date, the Sponsor agreed to waive the
Working Capital Note.
On August 12, 2021, we entered into a letter agreement with the Sponsor (the Letter Agreement) pursuant
to which the Sponsor agreed that if the Business Combination did not close on or before July 2, 2022, or if before such date the Business Combination Agreement was terminated, it will pay any costs and expenses incurred by us (the Additional
Expenses) in excess of any expenses that were paid (i) with our working capital or (ii) with funds borrowed by us under the Working Capital Note; provided that the maximum amount of Additional Expenses payable by the Sponsor could not exceed
$15,000,000. Any amounts paid by the Sponsor under the Letter Agreement were to be non-interest bearing and unsecured. As of September 30, 2021, the Sponsor had not paid any amounts under the Letter Agreement. The Letter Agreement was not required
to be exercised due to the consummation of the Business Combination.
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