Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268445
PROSPECTUS SUPPLEMENT
(to Prospectus dated November 28, 2022)
$1,000,000,000
Class A Common Stock
Preferred Stock
Depositary Shares
Debt Securities
Warrants
Purchase Contracts
Units
Offered by Mirion Technologies, Inc.
Up to 7,326,423 Shares of our Class A Common
Stock Issuable upon Redemption of Shares of
IntermediateCo Class B Common Stock
and
Up to 92,398,994 Shares of our Class A Common Stock for Resale
Offered by the Selling Holders
Mirion Technologies, Inc. (“Mirion,” the “Company,”
“we,” “us,” or “our”) may from time to time offer and sell Class A common stock, preferred stock,
depositary shares representing preferred stock, debt securities, warrants, purchase contracts or units in one or more offerings of up
to $1,000,000,000 in aggregate offering price.
In addition, this prospectus supplement relates to the issuance by
us of up to 7,326,423 shares of the Company’s Class A common stock upon the redemption of up to 7,326,423 shares of IntermediateCo
Class B common stock, together with an equal number of shares of our Class B common stock.
The prospectus supplement also relates to the offer and resale from
time to time by the Selling Holders named in this prospectus supplement (the “Selling Holders”), or their permitted transferees,
of up to 92,398,994 shares of Class A common stock.
We will receive proceeds from the issuance and sale of our Class A
common stock, preferred stock, depositary shares representing preferred stock, debt securities, warrants, purchase contracts or units.
We will not receive any proceeds from the sale of shares of Class A common stock offered by the Selling Holders pursuant to this prospectus
supplement. However, we will pay certain expenses associated with the sale of securities pursuant to this prospectus supplement, as described
in the section titled “Plan of Distribution.”
Our registration of the securities covered by this prospectus supplement
does not mean that either we or the Selling Holders will issue, offer or sell, as applicable, any of the securities. We and the Selling
Holders may offer and sell the securities covered by this prospectus supplement in a number of different ways and at varying prices. The
securities may be sold directly, through agents, or through underwriters and dealers. If agents, underwriters or dealers are used to sell
the securities, we will name them in another prospectus supplement. We provide more information about how we and the Selling Holders may
sell the securities in the section entitled “Plan of Distribution.”
Our Class A common stock is listed on The New York Stock Exchange (“NYSE”)
under the symbol “MIR.” On June 3, 2024, the closing price for our Class A common stock, as reported on NYSE, was $10.37 per
share.
Investing in our securities involves a high degree of risk. You
should review carefully the risks and uncertainties referenced under the heading “Risk Factors” contained in this prospectus
supplement beginning on page 8, and contained in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, both of which
are incorporated herein by reference, as amended or supplemented from time to time by any risk factors we include in subsequent Annual
or Quarterly Reports on Form 10-K or 10-Q, respectively, and incorporated herein by reference, and any applicable prospectus supplement,
and under similar headings in the other documents that are incorporated by reference into this prospectus supplement.
Explanatory Note: The securities are not being newly registered.
This prospectus supplement is being filed to remove certain Selling Holders, as well as warrants previously exchanged for Class A common
stock, exercised or redeemed, from the original prospectus filed on November 28, 2022. With the exception of the inclusion of this explanatory
note, this filing conforms to the version of this prospectus that was delivered to investors within the time prescribed by Rule 424(b)(3)
under the U.S. Securities Act of 1933, as amended.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any
representation to the contrary is a criminal offense.
The date of this prospectus
supplement is June 4, 2024.
TABLE OF CONTENTS
Page
About This Prospectus
Supplement
This prospectus supplement is part of a registration statement that
we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this
shelf registration process, we and the Selling Holders may, from time to time, issue, offer and sell, as applicable, any combination of
the securities described in this prospectus supplement in one or more offerings.
Neither we nor the Selling Holders have authorized anyone to provide
any information or to make any representations other than those contained in this prospectus supplement or any free writing prospectus
we have prepared. We and the Selling Holders take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. This prospectus supplement is an offer to sell only the securities offered hereby and only under
circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus supplement or any free writing prospectus. This prospectus supplement is not
an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus supplement is accurate only as of the date on the front of those documents,
regardless of the time of delivery of this prospectus supplement, or any sale of a security. Our business, financial condition, results
of operations and prospects may have changed since those dates.
All of the summaries are qualified
in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be
incorporated by reference as exhibits to the registration statement of which this prospectus supplement is a part, and you may obtain
copies of those documents as described below under “Where You Can Find More Information.”
This prospectus supplement contains some of our trademarks, service
marks and trade names, including, among others, Mirion, Mirion Technologies, DMC 3000 Electronic Dosimeter, the Mirion Battlefield Dosimeter,
Accurad PRD and Instadose. Each one of these trademarks, service marks or trade names is either (1) our registered trademark, (2) a
trademark for which we have a pending application or (3) a trade name or service mark for which we claim common law rights. All other
trademarks, trade names or service marks of any other company appearing in this prospectus supplement belong to their respective owners.
Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus supplement are presented without
the TM, SM and ® symbols, but such references are not intended to indicate, in any way, that we will not assert, to the
fullest extent under applicable law, our respective rights or the rights of the applicable licensors to these trademarks, service marks
and trade names.
Unless the context otherwise indicates, references in this prospectus
supplement to “we,” “our” and “us” refer, collectively, to Mirion Technologies, Inc., a Delaware corporation,
and its consolidated subsidiaries.
Frequently Used
Terms
Unless otherwise stated in this prospectus supplement or the context
otherwise requires, references to:
| · | “A Ordinary Shares” are to the A Ordinary Shares of $0.01 each in the capital of Mirion TopCo; |
| · | “B Ordinary Shares” are to the B Ordinary Shares of $0.01 each in the capital of Mirion TopCo; |
| · | “Board” and “Board of Directors” are to the board of directors of the Company; |
| · | “Business Combination” are to the transactions contemplated by the Business Combination Agreement; |
| · | “Business Combination Agreement” are to that certain Business Combination Agreement, dated June 17, 2021 (as amended on
September 3, 2021, and as it may be further amended from time to time), by and among GSAH, Mirion, the Charterhouse Parties (each acting
by its general partner, Charterhouse General Partners (IX) Limited), the other Supporting Mirion Holders, and, Joining Sellers; |
| · | “Bylaws” are to the bylaws of Mirion Technologies, Inc. in effect as of the date of this registration statement; |
| · | “Charter” are to the certificate of incorporation of Mirion Technologies, Inc. in effect as of the date of this registration
statement; |
| · | “Charterhouse Parties” are to CCP IX LP No. 1, CCP IX LP No. 2, CCP IX Co-Investment LP and CCP IX Co-Investment No. 2
LP (each acting by its general partner, Charterhouse General Partners (IX) Limited); |
| · | “Closing” are to the consummation of the Transactions; |
| · | “Closing Date” are to the date on which the Transactions are consummated; |
| · | “Code” are to the Internal Revenue Code of 1986, as amended; |
| · | “Continental” are to Continental Stock Transfer & Trust Company; |
| · | “COVID-19” are to SARS-CoV-2 or COVID-19, and any evolutions thereof or any other epidemics, pandemics or disease outbreaks; |
| · | “Credit Agreement” are to that certain Credit Agreement, dated as of October 20, 2021 and as amended on November 22, 2021,
by and among Mirion Technologies (HoldingSub2), Ltd., a limited liability company incorporated in England and Wales, Mirion Technologies
(US Holdings), Inc., as the Parent Borrower, Mirion Technologies (US), Inc., as the Subsidiary Borrower, the lending institutions party
thereto, Citibank, N.A., as the Administrative Agent and Goldman Sachs Lending Partners, Citigroup Global Markets Inc., Jefferies Finance
LLC and JPMorgan Chase Bank, N.A., as the Joint Lead Arrangers and Bookrunners; |
| · | “DGCL” are to the General Corporation Law of the State of Delaware; |
| · | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| · | “FATCA” are to the Foreign Account Tax Compliance Act; |
| · | “founder shares” are to the certain shares of our Class A common stock issued to the Initial Stockholders subject to vesting
restrictions, of which 18,750,000 shares are outstanding as of the date of this prospectus supplement; |
| · | “GSAH” are to GS Acquisition Holdings Corp II, prior to the consummation of the Business Combination; |
| · | “GSAM Holdings” are to GSAM Holdings LLC; |
| · | “GS Employee Participation” are to GS Acquisition Holdings II Employee Participation LLC; |
| · | “GS Employee Participation 2” are to GS Acquisition Holdings II Employee Participation 2 LLC; |
| · | “GS Holders” are to, collectively, the Sponsor, GS Employee Participation and GS Employee Participation 2; |
| · | “Incentive Plan” are to the Mirion Technologies, Inc. Omnibus Equity Incentive Plan; |
| · | “IntermediateCo” are to Mirion IntermediateCo, Inc., a Delaware corporation; |
| · | “IntermediateCo Charter” are to the certificate of incorporation of IntermediateCo; |
| · | “IntermediateCo Class A common stock” are to the IntermediateCo Class A common stock, par value $0.0001 per share; |
| · | “IntermediateCo Class B common stock” are to the IntermediateCo Class B common stock, par value $0.0001 per share; |
| · | “IPO” or “initial public offering” are to GSAH’s initial public offering, consummated on June 29, 2020; |
| · | “Joining Sellers” are to holders of A Ordinary Shares and B Ordinary Shares from time to time becoming party to the Business
Combination Agreement by executing a Joinder Agreement; |
| · | “management” or “management team” of an entity are to the officers and directors of such entity; |
| · | “Management Notes” are to payment-in-kind loan notes issued by UKTopco to certain members of Mirion management; |
| · | “Mirion” or “Mirion TopCo” are to Mirion Technologies (TopCo), Ltd; |
| · | “Mirion Sellers” are to, collectively, the Joining Sellers and the other Supporting Mirion Holders; |
| · | “NYSE” are to the New York Stock Exchange; |
| · | “NPP” are to nuclear power plant; |
| · | “PIPE Investment” are to the private placement pursuant to which the PIPE Investors have collectively subscribed for 90,000,000
shares of GSAH Class A common stock for an aggregate purchase price equal to $900,000,000; |
| · | “PIPE Investors” are to GSAM Holdings and certain other “accredited investors” (as defined in Rule 501 under
the Securities Act) that will invest in the PIPE Investment; |
| · | “PIPE Shares” are to the Class A common stock issued in connection with the PIPE Investment; |
| · | “PIK Notes” are to the Shareholder Notes and the Management Notes; |
| · | “RRA” are to that certain Amended and Restated Registration Rights Agreement, dated as of the Closing, by and between
the GS Holders and the Mirion Sellers, as it may be further amended from time to time; |
| · | “SEC” or “Commission” are to the U.S. Securities and Exchange Commission; |
| · | “Securities Act” are to the Securities Act of 1933, as amended; |
| · | “Selling Holders” are to the Selling Holders named herein; |
| · | “Shareholder Notes” are to payment-in-kind loan notes issued by UKTopco to certain Mirion TopCo shareholders; |
| · | “Sponsor” or “GS Sponsor” are to GS Sponsor II LLC, a Delaware limited liability company; |
| · | “Subscription Agreements” are to, collectively, those certain subscription agreements entered into between the Company
and the PIPE Investors; |
| · | “Supporting Mirion Holders” are to the parties set forth on Annex I of the Business Combination Agreement, together with
the Charterhouse Parties; |
| · | “Transactions” are to the Business Combination and the other transactions as contemplated by the Business Combination
Agreement; |
| · | “UKTopco” are to Mirion Technologies (HoldingSub1), Ltd.; and |
| · | “U.S.” are to the United States of America. |
Cautionary Note
Regarding Forward-Looking Statements
This prospectus supplement contains forward-looking statements within
the meaning of the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995 that reflect future plans,
estimates, beliefs, and expected performance. All statements contained in this prospectus supplement other than statements of historical
fact, including statements regarding the offerings of securities under this prospectus supplement and the use of proceeds therefrom are
forward-looking statements. When used in this prospectus supplement, words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “strive,”
“seeks,” “plans,” “scheduled,” “would” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. When we discuss our strategies or plans
we are making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions
made by and information currently available to, our management.
The forward-looking statements contained in this prospectus supplement
are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance
that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited
to, the following risks, uncertainties and other factors:
| · | changes in domestic and foreign business, market, economic, financial, political and legal conditions; |
| · | risks associated with the current Russia-Ukraine conflict, including new or expanded export controls and trade sanctions, increased
inflation, limited availability of certain commodities, supply chain disruption, disruptions to our global technology infrastructure,
including cyberattacks, increased terrorist activities, volatility or disruption in the capital markets, and delays or cancellations of
customer projects; |
| · | risks related to the continued growth of our end markets; |
| · | our ability to win new customers and retain existing customers; |
| · | our ability to realize sales expected from our backlog of orders and contracts; |
| · | risks related to governmental contracts; |
| · | our ability to mitigate risks associated with long-term fixed price contracts, including risks related to inflation; |
| · | risks related to information technology disruption or security or implementation and enhancement of information systems; |
| · | our ability to manage our supply chain or difficulties with third-party manufacturers; |
| · | risks related to competition; |
| · | our ability to manage disruptions of, or changes in, our independent sales representatives, distributors and original equipment manufacturers; |
| · | our ability to realize any expected benefits from acquisitions or internal restructuring and improvement efforts; |
| · | our ability to issue equity or equity-linked securities in the future or to secure debt financing; |
| · | risks related to changes in tax law and ongoing tax audits; |
| · | risks related to future legislation and regulation both in the United States and abroad; |
| · | risks related to the costs or liabilities associated with product liability claims; |
| · | our ability to attract, train and retain key members of our leadership team and other qualified personnel; |
| · | risks related to the adequacy of our insurance coverage; |
| · | risks related to the global scope of our operations, including operations in international and emerging markets; |
| · | risks related to our exposure to fluctuations in foreign currency exchange rates; |
| · | our ability to comply with various laws and regulations and the costs associated with legal compliance; |
| · | risks related to the outcome of any litigation, government and regulatory proceedings, investigations and inquiries; |
| · | risks related to our ability to protect or enforce our proprietary rights on which our business depends or third-party intellectual
property infringement claims; |
| · | liabilities associated with environmental, health and safety matters; |
| · | our ability to predict our future operational results; |
| · | risks associated with our limited history of operating as an independent company; |
| · | the impact of the global COVID-19 pandemic, including the availability, acceptance and efficacy of vaccinations and laws and regulations
with respect to vaccinations, on our projected results of operations, financial performance or other financial metrics, or on any of the
foregoing risks; and |
| · | other risks and uncertainties indicated in this prospectus supplement, including those under the heading “Risk Factors,”
and other documents filed or to be filed with the SEC by us. |
There can be no assurance that future developments
affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of
which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any
of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
Forward-looking statements included in this prospectus
supplement speak only as of the date of this prospectus supplement or any earlier date specified for such statements. We undertake no
obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except
as may be required under applicable securities laws.
Summary
This summary highlights selected information and does not contain
all of the information that is important to you. This summary is qualified in its entirety by the more detailed information included in
or incorporated by reference into this prospectus supplement. Before making your investment decision with respect to our securities, you
should carefully read the prospectus, this entire prospectus supplement and the documents referred to in “Where You Can Find More
Information.”
Overview
We are a global provider of products, services, and software that allow
our customers to safely leverage the power of ionizing radiation for the greater good of humanity through critical applications in the
medical, nuclear and defense markets, as well as laboratories, scientific research, analysis and exploration.
We provide dosimetry solutions for monitoring the total amount of radiation
medical staff members are exposed to over time, radiation therapy quality assurance solutions for calibrating and verifying imaging and
treatment accuracy, and radionuclide therapy products for nuclear medicine applications such as shielding, product handling, medical imaging
furniture, and rehabilitation products. We provide robust, field-ready personal radiation detection and identification equipment for defense
applications and radiation detection and analysis tools for power plants, labs, and research applications. Nuclear power plant product
offerings are used for the full nuclear power plant lifecycle including core detectors, essential measurement devices for new build, maintenance,
decontamination and decommission, and equipment for monitoring and control during fuel dismantling and remote environmental monitoring.
Corporate Information
Our corporate headquarters are located at 1218 Menlo Drive, Atlanta,
Georgia 30318, and our telephone number is (770) 432-2744. Our website is located at www.mirion.com. Our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange
Act will be made available free of charge on our website as soon as reasonably practicable after we electronically file these materials
with, or furnish it to, the SEC on their website located at www.sec.gov. We do not incorporate the information on or accessible through
our website into this prospectus supplement, and you should not consider any information on, or that can be accessed through, our website
as part of this prospectus supplement. Our Class A common stock is listed on NYSE under the symbol “MIR.”
We use various trademarks and trade names in our business, including
without limitation our corporate name and logo. All other trademarks or trade names referred to in this prospectus supplement are the
property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus supplement may be referred
to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective
owners will not assert, to the fullest extent under applicable law, their rights thereto.
Risk Factors
An investment in our securities involves a high degree of risk.
Before making an investment decision, you should carefully consider the following risk factors, in addition to the risks and uncertainties
discussed above under “Special Note Regarding Forward-Looking Statements,” together with the risk factors described in our
most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the SEC and any subsequent Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file with the SEC after the date of this prospectus supplement,
as well as the other information contained or incorporated by reference in this prospectus supplement, in light of your particular investment
objectives and financial circumstances. The occurrence of one or more of the events or circumstances described in such risk factors, alone
or in combination with other events or circumstances, may have an adverse effect on our business, cash flows, financial condition and
results of operations. We may face additional risks and uncertainties that are not presently known to us that we currently deem immaterial,
which may also impair our business or financial condition.
Risks Related to Ownership of our Securities
The price of our Class A common stock may be volatile.
The price of our Class A common stock may fluctuate
due to a variety of factors, including:
| · | changes in the industries in which we and our customers operate; |
| · | developments involving our competitors; |
| · | changes in laws and regulations affecting our business; |
| · | variations in our operating performance and the performance of our competitors in general; |
| · | actual or anticipated fluctuations in our quarterly or annual operating results; |
| · | publication of research reports by securities analysts about us or our competitors or our industry; |
| · | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
| · | actions by stockholders, including the sale by the PIPE Investors or the Sponsor of any of their shares of our Class A common stock; |
| · | the potential sales of 18,750,000 founder shares outstanding as of the date of this prospectus supplement upon the satisfaction of
certain vesting requirements; |
| · | the issuance and potential sales of 7,326,423 shares of Class A common stock upon the redemption of 7,326,423 shares of IntermediateCo
Class B common stock together with 7,326,423 shares of our Class B common stock outstanding as of the date of this prospectus supplement; |
| · | additions and departures of key personnel; |
| · | commencement of, or involvement in, litigation involving the combined company; |
| · | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
| · | the volume of shares of our Class A common stock available for public sale; and |
| · | general economic and political conditions, such as the effects of the COVID-19 outbreak, recessions, interest rates, local and national
elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism. |
In addition, the stock market in general has experienced extreme price
and volume fluctuations that have often been unrelated or disproportionate to the operating performance of listed companies. Broad market
and industry
factors may significantly impact the market price of our Class A common
stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market
and the market prices of a particular company’s securities, securities class action litigation has often been instituted against
that company. Securities litigation, if instituted against us, could result in substantial costs and divert our management’s attention
and resources from our business. Any of the factors listed above could materially and adversely affect your investment in our securities,
and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our
securities may not recover and may experience a further decline.
The coverage of our business or our securities by securities
or industry analysts or the absence thereof could adversely affect the price of our securities and trading volume.
The trading market for our securities will be influenced in part by
the research and other reports that industry or securities analysts may publish about us or our business or industry from time to time.
We do not control these analysts or the content and opinions included in their reports. As a former special purpose acquisition company,
we may be slow to attract equity research coverage, and the analysts who publish information about our securities will have had relatively
little experience with our company, which could affect their ability to accurately forecast our results and make it more likely that we
fail to meet their estimates. If no or few analysts commence equity research coverage of us, the trading price and volume of our securities
would likely be negatively impacted. If analysts do cover us and one or more of them downgrade our securities, or if they issue other
unfavorable commentary about us or our industry or inaccurate research, our stock price would likely decline. Furthermore, if one or more
of these analysts cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets. Any of
the foregoing would likely cause our stock price and trading volume to decline.
Even if we are actively covered by analysts, we do not have any control
over the analysts or the measures that analysts or investors may rely upon to forecast our future results. Overreliance by analysts or
investors on any particular metric to forecast our future results may lead to forecasts that differ significantly from our own.
We may require additional capital to support our growth plans,
and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect
our business.
We intend to continue to make significant investments to support our
business growth and may require additional funds to respond to business challenges, improve our operating infrastructure or acquire complementary
businesses, personnel and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds, including
for possible use in acquisitions. If we raise additional funds through future issuances of equity or convertible debt securities, our
existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges
superior to those of holders of our Class A common stock.
Any additional debt financing that we secure in the future could involve
offering additional security interests and undertaking restrictive covenants relating to our capital raising activities and other financial
and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including
potential acquisitions. Additionally, the COVID-19 pandemic has disrupted capital markets, and if we seek to access additional capital
or increase our borrowing, there can be no assurance that debt or equity financing may be available to us on favorable terms, if at all.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to
support our business growth and to respond to business challenges could be significantly impaired, and our business, results of operations
and financial condition may be harmed.
The issuance of additional shares of our Class
A common stock or other equity or equity-linked securities, or sales of a significant portion of our Class A common stock, could depress
the market price of our Class A common stock.
Future issuances of shares of our Class A common stock, or of securities
convertible into or exercisable for our Class A common stock, could depress the market price of our Class A common stock and result in
significant dilution for holders of our Class A common stock. The vesting and settlement of our restricted stock units would result in
additional dilution to holders of our Class A common stock. In the future, we may issue additional shares of our Class A common stock,
or securities convertible into or exercisable for Class A common stock, in connection
with generating additional capital, future acquisitions, repayment
of outstanding indebtedness, under our Incentive Plan, or for other reasons.
The market price of shares of our Class A common stock could decline
as a result of substantial sales of Class A common stock, particularly by our significant stockholders, a large number of shares of Class
A common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their
shares.
Pursuant to the RRA, the stockholders party thereto are entitled to,
among other things, certain registration rights, including demand, piggy-back and shelf registration rights. If one or more of these stockholders
were to sell a substantial portion of the shares they hold, it could cause the trading price of our Class A common stock to decline.
We may elect to issue shares of our Class A
common stock in connection with the redemption of shares of IntermediateCo Class B common stock and the founder shares may vest, each
of which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
As of the date of this prospectus supplement, up to 7,326,423 shares
of Class A common stock may be issued in connection with the redemption of IntermediateCo Class B common stock and up to 18,750,000 founder
shares may vest and become unrestricted upon the occurrence of certain vesting requirements. To the extent such shares are issued or become
unrestricted, additional shares of our Class A common stock will be issued or become eligible for resale, which will result in dilution
to the holders of our common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers
of such shares in the public market could adversely affect the market price of our Class A common stock.
We have not and may not pay cash dividends for the foreseeable
future.
We currently intend to retain our
future earnings, if any, to finance the further development and expansion of our business and does not intend to pay cash dividends in
the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board and will depend on our financial
condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business
prospects and such other factors as our Board deems relevant.
We are subject to certain ownership and voting power laws
and regulations which may limit the ability of stockholders to acquire our Class A common stock and therefore limit demand for our Class
A common stock.
Under foreign direct investment (FDI) and public interest laws, including
in Germany, Finland, France, and the UK, and potentially other jurisdictions, certain acquisitions of our Class A common stock by investors
are subject to government approval requirements. For example, in Germany, German FDI law require foreign investors to obtain approval
from the German Federal Ministry for Economic Affairs and Energy for the direct or indirect acquisition of shares of a German company
if the acquirer directly or indirectly holds at least 10% of the voting rights of the company following the acquisition. Any acquisition
in violation of the aforementioned provisions of German FDI law may be void. Any violation of the prohibition to consummate an acquisition
without approval of the Ministry may be subject to sanctions. Similar FDI laws exist in other jurisdictions in which we have substantial
operations. In Finland, government approvals are required if an investor holds at least 10% of the voting rights of the company following
the investment. In France, the prior approval from the French Minister of Economy is required if a non-EU investor exceeds, directly or
indirectly, 25% of the voting rights of the French entities of the company following the investment or, for an EU non-French investor,
in case of acquisition of control, direct or indirect, of the French entities. The U.K. has a 25% voting rights threshold for mandatory
filings under the National Security and Investment Act 2021 which became operational on January 4, 2022. Accordingly, these restrictions
on and approval requirements for the acquisition of a substantial shareholding in our share capital may restrict certain investments and
limit demand for shares of our Class A common stock.
Anti-takeover provisions contained in our Charter and Bylaws,
as well as provisions of Delaware law, could impair a takeover attempt.
Our Charter and Bylaws contain provisions that may discourage unsolicited
takeover proposals that stockholders may consider to be in their best interests. We are also subject to anti-takeover provisions under
Delaware law, which could delay or prevent a change of control. Together, these provisions may make more difficult the removal of management
and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Certain
of these provisions provide:
| · | no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; |
| · | the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal
of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board; |
| · | a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting
of our stockholders; |
| · | a prohibition on stockholders calling a special meeting and the requirement that a meeting of stockholders may only be called by members
of our Board or our Chief Executive Officer, which may delay the ability of our stockholders to force consideration of a proposal or to
take action, including the removal of directors; and |
| · | advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to
be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies
to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us. |
Our Charter includes forum selection clauses, which could
discourage claims or limit stockholders’ ability to make a claim against us, our directors, officers, other employees or stockholders.
Our Charter provides that, unless we consent in writing to the selection
of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including
a beneficial owner) to bring: (a) any derivative action or proceeding brought on behalf of the Company; (b) any claim or cause of action
for breach of a fiduciary duty owed by any current or former director, officer or other employee of the Company, to the Company or the
Company’s stockholders; (c) any claim or cause of action against the Company or any current or former director, officer or other
employee of the Company, arising out of or pursuant to any provision of the DGCL or our certificate of incorporation or bylaws; (d) any
claim or cause of action seeking to interpret, apply, enforce or determine the validity of our certificate of incorporation or bylaws
(as each may be amended from time to time, including any right, obligation, or remedy thereunder), (e) any claim or cause of action as
to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and (f) any claim or cause of action against
the Company or any current or former director, officer or other employee of the Company, governed by the internal- affairs doctrine, in
all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensable parties
named as defendants. In addition, our Charter provides that, unless we consent in writing to the selection of an alternative forum, the
federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising
under the Securities Act.
Notwithstanding the foregoing, the Securities
Act forum selection clause will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America shall be the sole and exclusive forum. These forum selection clauses
may discourage claims or limit stockholders’ ability to submit claims in a judicial forum that they find favorable and may result
in additional costs for a stockholder seeking to bring a claim. While we believe the risk of a court declining to enforce these forum
selection clauses is low, if a court were to determine a forum selection clause to be inapplicable or unenforceable in an action, we may
incur additional costs in conjunction with our efforts to resolve the dispute in an alternative jurisdiction, which could have a negative
impact on our business, results of operations and financial condition.
We may be subject to securities litigation, which is expensive
and could divert management attention and result in significant legal expenses and settlement or damage awards.
The market price of our Class A common stock may be volatile and, in
the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation.
We have and may in the future become subject to claims and litigation alleging violations of the securities laws or other related claims,
which could harm our business and require us to incur significant costs. We are generally obliged, to the extent permitted by law, to
indemnify our current and former directors and officers who are named as defendants in these types of lawsuits. Regardless of the outcome,
litigation may require significant attention from management and could result in significant legal expenses, settlement costs or damage
awards that could materially and adversely affect our business, results of operations and financial condition.
Use of Proceeds
Unless we inform you otherwise in another prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered by us by this prospectus supplement for general corporate purposes,
which may include capital expenditures and working capital. Our management will have broad discretion over the use of such proceeds.
All of the shares of Class A common stock offered by the Selling Holders
pursuant to this prospectus supplement will be sold by the Selling Holders for their respective accounts. We will not receive any of the
proceeds from these sales.
Description of
Capital Stock
The following description of our capital stock
is intended as a summary only and therefore is not a complete description. This description is based upon, and is qualified by reference
to, our Charter, Bylaws and applicable provisions of Delaware corporate law. You should read our Charter and Bylaws each of which is filed
as an exhibit to the registration statement of which this prospectus supplement forms a part, for a complete description of the rights
and preferences of our securities.
General
Our authorized capital stock consists of 700,000,000 shares of capital
stock, par value $0.0001 per share, of which:
| · | 500,000,000 shares are designated as Class A common stock; |
| · | 100,000,000 shares are designated as Class B common stock; and |
| · | 100,000,000 shares are designated as preferred stock. |
Our Board is authorized, without stockholder approval, except as required
by the listing standards of the NYSE, to issue additional shares of capital stock within these limits.
As of the date of this prospectus supplement, we had approximately
220,159,325 shares of Class A common stock outstanding, including 18,750,000 founder shares subject to vesting requirements, approximately
7,326,423 shares of Class B common stock outstanding and no shares of preferred stock outstanding.
Common Stock
Class A Common Stock
Holders of shares of our Class A common stock are entitled to one vote
for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of
directors. The holders of our Class A common stock do not have cumulative voting rights in the election of directors.
Holders of shares of our Class A common stock are entitled to receive
dividends when and if declared by our Board out of funds legally available therefor, subject to any statutory or contractual restrictions
on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.
Upon our liquidation, dissolution or winding up and after payment in
full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the
holders of shares of our Class A common stock will be entitled to receive pro rata our remaining assets available for distribution.
Class B Common Stock
Holders of shares of our Class B common stock are entitled to one vote
for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of
directors. If at any time the ratio at which shares of IntermediateCo Class B common stock are redeemable or exchangeable for shares of
our Class A common stock changes from one-for-one, the number of votes to which our Class B common stockholders are entitled will be adjusted
accordingly. The holders of our Class B common stock do not have cumulative voting rights in the election of directors.
Except for transfers to us pursuant to the certificate of incorporation
of IntermediateCo (the “IntermediateCo Charter”) or to certain permitted transferees set forth in our Charter, the shares
of our Class B common stock and corresponding shares of IntermediateCo Class B common stock may not be sold, transferred or otherwise
disposed of.
Holders of shares of our Class B common stock
are not entitled to economic interests in us or to receive dividends or to receive a distribution upon our liquidation or winding up.
However, if IntermediateCo makes distributions to us other than solely with respect to our Class A common stock, the holders of IntermediateCo
Class B common stock will be entitled to receive distributions pro rata in accordance with the percentages of their respective shares
of IntermediateCo Class B common stock.
Voting Rights
Except as otherwise required in our Charter or
by applicable law, the holders of our common stock will vote together as a single class on all matters on which stockholders generally
are entitled to vote.
The holders of the outstanding shares of our Class
A common stock shall be entitled to vote separately upon any amendment to our Charter (including by merger, consolidation, reorganization
or similar event) that would alter or change the powers, preferences or special rights of our Class A common stock in a manner that is
materially and disproportionately adverse as compared to any alteration or change to our Class B common stock.
The holders of the outstanding shares of our Class
B common stock shall be entitled to vote separately upon any amendment to our Charter (including by merger, consolidation, reorganization
or similar event) that would alter or change the powers, preferences or special rights of our Class B common stock in a manner that is
materially and disproportionately adverse as compared to any alteration or change to our Class A common stock, subject to certain exceptions
set forth in our Charter.
Redemption and Exchange
Under the IntermediateCo Charter, the holders
of IntermediateCo Class B common stock have the right (subject to the terms of the IntermediateCo Charter) to require IntermediateCo to
redeem all or a portion of their shares of IntermediateCo Class B common stock for, at our election, (1) newly issued shares of our Class
A common stock on a one-for-one basis or (2) a cash payment equal to the arithmetic average of the closing stock prices for a share of
our Class A common stock for each of three (3) consecutive full trading days ending on and including the last full trading day immediately
prior to the date of redemption (subject to customary adjustments, including for stock splits, stock dividends and reclassifications)
in accordance with the terms of the IntermediateCo Charter. Additionally, in the event of a redemption request by a holder of IntermediateCo
Class B common stock, we may, at our election, effect a direct exchange of cash or our Class A common stock for IntermediateCo Class B
common stock in lieu of such a redemption. Shares of our Class B common stock will be canceled on a one-for-one basis if we, following
a redemption request of a holder of IntermediateCo Class B common stock, redeem or exchange IntermediateCo Class B common stock of such
holder of IntermediateCo Class B common stock pursuant to the terms of the IntermediateCo Charter.
Valid Issuance
All shares of our Class A common stock and Class B common stock that
are outstanding are fully paid and non-assessable. Our common stock is not subject to calls or assessments by us. The rights, powers and
privileges of our common stock is subject to those of the holders of any shares of our preferred stock or any other series or class of
stock we may authorize and issue in the future.
Preferred Stock
This prospectus supplement describes certain general terms and provisions
of our preferred stock. When we offer to sell a particular series of preferred stock, we will describe the specific terms of the securities
in another supplement to this prospectus. Such other prospectus supplement will also indicate whether the general terms and provisions
described in this prospectus supplement apply to the particular series of preferred stock. The preferred stock will be issued under a
certificate of designation relating to each series of preferred stock and is also subject to our Charter.
Under our Charter, our Board has the authority to:
| · | create one or more series of preferred stock; |
| · | issue shares of preferred stock in any series up to the maximum number of shares of preferred stock authorized; and |
| · | determine the preferences, rights, privileges and restrictions of any series. |
Our Board may issue authorized shares of preferred stock, as well as
authorized but unissued shares of common stock, without further stockholder action, unless stockholder action is required by applicable
law or by the rules of a stock exchange or quotation system on which any series of our stock may be listed or quoted.
The prospectus supplement will describe the terms
of any preferred stock being offered, including:
| · | the number of shares and designation or title of the shares; |
| · | any liquidation preference per share; |
| · | any redemption, repayment or sinking fund provisions; |
| · | any dividend rate or rates and the dates of payment (or the method for determining the dividend rates or dates of payment); |
| · | if other than the currency of the United States, the currency or currencies including composite currencies in which the preferred
stock is denominated and/or in which payments will or may be payable; |
| · | the method by which amounts in respect of the preferred stock may be calculated and any commodities, currencies or indices, or value,
rate or price, relevant to such calculation; |
| · | whether the preferred stock is convertible or exchangeable and, if so, the securities or rights into which the preferred stock is
convertible or exchangeable, and the terms and conditions of conversion or exchange; |
| · | the place or places where dividends and other payments on the preferred stock will be payable; and |
| · | any additional voting, dividend, liquidation, redemption and other rights, preferences, privileges, limitations and restrictions. |
All shares of preferred stock offered will be fully paid and non-assessable.
Any shares of preferred stock that are issued will have priority over the common stock with respect to dividend or liquidation rights
or both.
Our Board could create and issue a series of preferred stock with rights,
privileges or restrictions which effectively discriminates against a then-existing or prospective holder of preferred stock as a result
of the holder beneficially owning or commencing a tender offer for a substantial amount of common stock. One of the effects of authorized
but unissued and unreserved shares of capital stock may be to make it more difficult or discourage an attempt by a potential acquirer
to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise. The issuance of these shares of capital
stock may defer or prevent a change in control of our company without any further stockholder action.
The transfer agent for each series of preferred stock will be described
in the relevant prospectus supplement.
Authorized but Unissued Capital Stock
Delaware law does not require stockholder approval
for any issuance of authorized shares. However, the listing requirements of the NYSE, which would apply so long as shares of our Class
A common stock remain listed on the NYSE, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding
voting power or the then outstanding number of shares of Class A common stock (we believe the position of the NYSE is that the calculation
in this latter case treats as outstanding shares of our Class A common stock issuable upon
redemption or exchange of outstanding shares of IntermediateCo
Class B common stock not held by us). These additional shares of our Class A common stock may be used for a variety of corporate purposes,
including future public offerings, to raise additional capital or to facilitate acquisitions.
Transfer Restrictions
Holders of our common stock that received such
stock pursuant to the Business Combination are subject to certain transfer restrictions set forth in the RRA.
Exclusive Forum
Our Charter provides that the sole and exclusive
forum for (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim of breach of a fiduciary duty
owed by any of our current or former directors, officers or other employees to us or our stockholders; (3) any action asserting a claim
against us or any current or former director, officer or other employee of us arising out of or pursuant to any provision of the DGCL,
our Charter or our Bylaws; (4) any action to interpret, apply, enforce, or determine the validity of our Charter or our Bylaws; (5) any
claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and (6) any other
action asserting a claim that is governed by the internal affairs doctrine shall be a state or federal court located within the State
of Delaware, in all cases subject to the court having jurisdiction over indispensable parties named as defendants. However, this exclusive
forum provision would not apply to suits brought to enforce a duty or liability created by the Securities Act, or the Exchange Act or
any claim for which the federal district courts of the United States have exclusive jurisdiction.
In addition, our Charter provides that, unless
we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the exclusive
forum for resolving any complaint asserting a cause of action arising under the Securities Act. However, this exclusive forum provision
would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any claim for which the federal district
courts of the United States have exclusive jurisdiction.
Any person or entity purchasing or otherwise acquiring
any interest in our capital stock shall be deemed to have notice of and consented to these provisions and will not be deemed to have waived
our compliance with the federal securities laws and the regulations promulgated thereunder. Although our Board believes these provisions
benefit us by providing increased consistency in the application of Delaware law or federal law for the specified types of actions and
proceedings, these provisions may have the effect of discouraging lawsuits against us or our directors and officers.
Limitations on Liability and Indemnification of Officers and Directors
Our Charter provides that we will indemnify our
directors to the fullest extent authorized or permitted by applicable law. We have also entered into agreements to indemnify our directors,
executive officers and other employees as determined by our Board. Under our Bylaws, we are required to indemnify each of our directors
and officers if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director or
officer of us or was serving at our request as a director, officer, employee or agent for another entity. We must indemnify our officers
and directors against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the indemnitee
in connection with such action, suit or proceeding if the indemnitee acted in good faith and in a manner the indemnitee reasonably believed
to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
the indemnitee’s conduct was unlawful. Our Charter also requires us to advance expenses incurred by a director or officer in connection
with such action, suit or proceeding to the maximum extent permitted under Delaware law. Any claims for indemnification by our directors
and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available
to us.
Corporate Opportunities
Delaware law permits corporations to adopt provisions
renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders.
Our Charter contains provisions renouncing, to the extent permitted by Delaware law, any interest or expectancy that we have in, or right
to be offered an opportunity to participate in, specified
business opportunities that are from time to time presented to a member of our Board who is not an employee, or any partner, member, director,
stockholder, employee or agent of such member. Notwithstanding the foregoing, our Charter does not renounce any interest in a business
opportunity that is expressly offered to a director solely in his or her capacity as one of our directors.
Anti-Takeover Effects of Our Charter and Our Bylaws
Our Charter and our Bylaws contain provisions
that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions and certain
provisions of Delaware law, which are summarized below, could discourage takeovers, coercive or otherwise. These provisions are also designed,
in part, to encourage persons seeking to acquire control of us to negotiate first with our Board. Our Board believes that the benefits
of increased protection of the potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of
discouraging a proposal to acquire us.
Issuance of Undesignated Preferred Stock
As discussed above in the section titled “—Preferred Stock,”
our Board has the ability to designate and issue preferred stock with voting or other rights or preferences that could deter hostile takeovers
or delay changes in our control or management.
Limits on Ability of Stockholders to Act by Written Consent
or Call a Special Meeting
Our Charter provides that our stockholders may not act by written consent.
This limit on the ability of stockholders to act by written consent may lengthen the amount of time required to take stockholder actions.
As a result, the holders of a majority of our common stock would not be able to amend our Charter or our Bylaws or remove directors without
holding a meeting of stockholders called in accordance with our Bylaws.
In addition, our Charter provides that special
meetings of the stockholders may be called only by the chairman of our Board, our chief executive officer or our Board acting pursuant
to a resolution adopted by a majority of our Board. A stockholder may not call a special meeting, which may delay the ability of our stockholders
to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal
of directors.
Advance Requirements for Advance Notification of Stockholder
Nominations and Proposals
Our Bylaws establish advance notice procedures with respect to stockholder
proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our Board
or a committee thereof. These advance notice procedures may have the effect of precluding the conduct of certain business at a meeting
if the proper procedures are not followed and may also discourage or deter a potential acquirer from conducting a solicitation of proxies
to elect its own slate of directors or otherwise attempt to obtain control us.
Election and Removal of Directors
Our Charter and our Bylaws contain provisions that establish specific
procedures for appointing and removing members of our Board. Under our Charter and our Bylaws, vacancies and newly created directorships
on our Board may be filled only by a majority of the directors then serving on our Board.
At the Closing, we and the Sponsor also entered into a director nomination
agreement (the “GS Director Nomination Agreement”) that provides the Sponsor with a right to representation on our Board.
The GS Director Nomination Agreement grants the Sponsor the ongoing right (but not the obligation) to appoint or nominate to the Board
of Directors two (2) individuals (the “GS Sponsor Directors”), to serve as director of the Company. The GS Director Nomination
Agreement will terminate automatically when the GS Holders, collectively with their
respective affiliates, hold less than 50% of the founder shares held
by them at the Closing, or upon the mutual written agreement of the parties.
No Cumulative Voting
The DGCL provides that stockholders are not entitled to the right to
cumulate votes in the election of directors unless our Charter provides otherwise. Our Charter does not expressly provide for cumulative
voting. Without cumulative voting, a minority stockholder may not be able to gain as many seats on our Board as the stockholder would
be able to gain if cumulative voting were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder
to gain a seat on our Board to influence our Board’s decision regarding a takeover.
Amendment of Our Charter and Our Bylaws
The affirmative vote of holders of not less than 66 2/3% of the total
voting power of all our outstanding securities generally entitled to vote in the election of directors, voting together as a single class
will be required to amend, alter, change or repeal specified provisions of our Charter, including those relating to the terms of our common
stock, actions by written consent of stockholders, calling of special meetings of stockholders, election and removal of directors, certain
indemnification and corporate opportunity matters, and the required vote to amend our Charter and our Bylaws. Our Bylaws may only be amended
by our Board or the affirmative vote of holders of not less than 66 2/3% of the total voting power of all of our outstanding securities
generally entitled to vote in the election of directors, voting together as a single class. This requirement of a super- majority vote
to approve amendments to our Charter and our Bylaws could enable a minority of our stockholders to exercise veto power over any such amendments.
Delaware Anti-Takeover Statute
We are subject to the provisions of Section 203 of the DGCL regulating
corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances,
in a business combination with an interested stockholder for a period of three years following the date the person became an interested
stockholder unless:
| · | prior to the date of the transaction, our Board approved either the business combination or the transaction that resulted in the stockholder
becoming an interested stockholder; |
| · | upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of
determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by
persons; |
| · | who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right
to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
| · | at or subsequent to the date of the transaction, the business combination is approved by our Board and authorized at an annual or
special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting
stock that is not owned by the interested stockholder. |
Generally, a business combination includes a merger,
asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is
a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder
status, did own 15% or more of a corporation’s outstanding voting stock. Our Board expects the existence of this provision to have
an anti-takeover effect with respect to transactions our Board does not approve in advance.
The provisions of Delaware law and the provisions
of our Charter and our Bylaws could have the effect of discouraging others from attempting hostile takeovers and as a consequence, they
might also inhibit temporary fluctuations in the market price of our Class A common stock that often result from actual or rumored hostile
takeover attempts. These provisions might also have the effect of preventing changes in our management. It is also
possible that these provisions could make it more
difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.
Listing
Our Class A common stock is listed on the NYSE
under the symbol “MIR.”
Transfer Agent
The transfer agent for our common stock is Continental
Stock Transfer & Trust Company.
Description Of
Debt Securities
We may offer debt securities which may be senior or subordinated. We
refer to senior debt securities and subordinated debt securities collectively as debt securities. Each series of debt securities may have
different terms. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific
terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities
in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered.
We may issue senior debt securities from time to time, in one or more
series under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer
to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, under a subordinated indenture
to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated
trustee. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus
supplement forms a part. Together, the senior indenture and the subordinated indenture are referred to as the indentures and, together,
the senior trustee and the subordinated trustee are referred to, collectively, as the trustee. This prospectus supplement briefly outlines
some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety
by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections
or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus supplement. You should
review the forms of indentures that are filed as exhibits to the registration statement of which this prospectus supplement forms a part
for additional information. As used in this prospectus supplement, the term “debt securities” includes the debt securities
which may be offered in this prospectus supplement and all other debt securities issued by us under the indentures.
General
The indentures:
| · | do not limit the amount of debt securities that we may issue; |
| · | allow us to issue debt securities in one or more series; |
| · | do not require us to issue all of the debt securities of a series at the same time; and |
| · | allow us to reopen a series to issue additional debt securities without the consent of the holders of the debt securities of such
series. |
Unless otherwise provided in the applicable prospectus supplement,
the senior debt securities will be unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated
indebtedness. Payments on the subordinated debt securities will be subordinated to the prior payment in full of all of our senior indebtedness,
as described under “—Subordination” and in the applicable prospectus supplement.
Each indenture provides that we may, but need not, designate more than
one trustee under an indenture. Any trustee under an indenture may resign or be removed and a successor trustee may be appointed to act
with respect to the series of debt securities administered by the resigning or removed trustee. If two or more persons are acting as trustee
with respect to different series of debt securities, each trustee shall be a trustee of a trust under the applicable indenture separate
and apart from the trust administered by any other trustee. Except as otherwise indicated in this prospectus supplement, any action described
in this prospectus supplement to be taken by each trustee may be taken by each trustee with respect to, and only with respect to, the
one or more series of debt securities for which it is trustee under the applicable indenture.
The prospectus supplement for each offering will provide the following
terms with respect to any series of debt securities, where applicable:
| · | the title of the debt securities and whether they are senior or subordinated; |
| · | any limit upon the aggregate principal amount of the debt securities of that series; |
| · | the date or dates on which the principal of the debt securities of the series is payable; |
| · | the price at which the debt securities will be issued, expressed as a percentage of the principal and, if other than the principal
amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof or, if applicable,
the portion of the principal amount of such debt securities that is convertible into another security of ours or the method by which any
such portion shall be determined; |
| · | the rate or rates at which the debt securities of the series shall bear interest or the manner of calculation of such rate or rates,
if any; |
| · | the date or dates from which interest will accrue, the interest payment dates on which such interest will be payable or the manner
of determination of such interest payment dates, the place(s) of payment, and the record date for the determination of holders to whom
interest is payable on any such interest payment dates or the manner of determination of such record dates; |
| · | the right, if any, to extend the interest payment periods and the duration of such extension; |
| · | the period or periods within which, the price or prices at which and the terms and conditions upon which debt securities of the series
may be redeemed, converted or exchanged, in whole or in part; |
| · | our obligation, if any, to redeem or purchase debt securities of the series pursuant to any sinking fund, mandatory redemption, or
analogous provisions (including payments made in cash in satisfaction of future sinking fund obligations) or at the option of a holder
thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which, debt securities
of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; |
| · | the form of the debt securities of the series including the form of the Certificate of Authentication for such series; |
| · | if other than minimum denominations of one thousand U.S. dollars ($1,000) or any integral multiple of $1,000 thereof, the denominations
in which the debt securities of the series shall be issuable; |
| · | whether the debt securities of the series shall be issued in whole or in part in the form of a global debt security or global debt
securities, the terms and conditions, if any, upon which such global debt security or global debt securities may be exchanged in whole
or in part for other individual debt securities and the depositary for such global debt security or global debt securities; |
| · | whether the debt securities will be convertible into or exchangeable for common stock or other securities of ours or any other Person
and, if so, the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion
or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders’
option) conversion or exchange features, and the applicable conversion or exchange period; |
| · | any additional or alternative events of default to those set forth in the indenture; |
| · | any additional or alternative covenants to those set forth in the indenture; |
| · | the currency or currencies including composite currencies, in which payment of the principal of (and premium, if any) and interest,
if any, on such debt securities shall be payable (if other than the currency of the United States of America), which unless otherwise
specified shall be the currency of the United States of America as at the time of payment is legal tender for payment of public or private
debts; |
| · | if the principal of (and premium, if any), or interest, if any, on such debt securities is to be payable, at our election or at the
election of any holder thereof, in a coin or currency other than that in which such debt |
securities are stated to be payable, then
the period or periods within which, and the terms and conditions upon which, such election may be made;
| · | whether interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and conditions
upon which the election may be made; |
| · | the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest, premium, if any and principal
amounts of the debt securities of the series to any holder that is not a “United States person” for federal tax purposes; |
| · | additional or alternative provisions, if any, related to defeasance and discharge of the offered debt securities than those set forth
in the indenture; |
| · | the applicability of any guarantees; |
| · | any restrictions on transfer, sale or assignment of the debt securities of the series; and |
| · | any other terms of the debt securities (which may supplement, modify or delete any provision of the indenture insofar as it applies
to such series). |
We may issue debt securities that provide for less than the entire
principal amount thereof to be payable upon declaration of acceleration of the maturity of the debt securities. We refer to any such debt
securities throughout this prospectus supplement as “original issue discount securities.”
We will provide you with more information in the applicable prospectus
supplement regarding any deletions, modifications, or additions to the events of default or covenants that are described below, including
any addition of a covenant or other provision providing event risk or similar protection.
Payment
Unless otherwise provided in the applicable prospectus supplement,
the principal of, and any premium or make-whole amount, and interest on, any series of the debt securities will be payable by mailing
a check to the address of the person entitled to it as it appears in the applicable register for the debt securities or by wire transfer
of funds to that person at an account maintained within the United States.
All monies that we pay to a paying agent or a trustee for the payment
of the principal of, and any premium, or interest on, any debt security will be repaid to us if unclaimed at the end of two years after
the obligation underlying payment becomes due and payable. After funds have been returned to us, the holder of the debt security may look
only to us for payment, without payment of interest for the period which we hold the funds.
Conversion or Exchange Rights
Debt securities may be convertible into or exchangeable for our other
securities or property. The terms and conditions of conversion or exchange will be set forth in the applicable prospectus supplement.
The terms will include, among others, the following:
| · | the conversion or exchange price; |
| · | the conversion or exchange period; |
| · | provisions regarding the ability of us or the holder to convert or exchange the debt securities; |
| · | events requiring adjustment to the conversion or exchange price; and |
| · | provisions affecting conversion or exchange in the event of our redemption of the debt securities. |
Merger, Consolidation or Sale of Assets
The indentures provide that we may, without the consent of the holders
of any outstanding debt securities, (i) consolidate with, (ii) sell, lease or convey all or substantially all of our assets to, or (iii)
merge with or into, any other entity provided that:
| · | either we are the continuing entity, or the successor entity, if other than us, assumes the obligations (a) to pay the principal of,
and any premium, and interest on, all of the debt securities and (b) to duly perform and observe all of the covenants and conditions contained
in the applicable indenture; and in the event the debt securities are convertible into or exchangeable for common stock or other securities
of ours, such successor entity will, by such supplemental indenture, make provision so that the holders of debt securities of that series
shall thereafter be entitled to receive upon conversion or exchange of such debt securities the number of securities or property to which
a holder of the number of common stock or other securities of ours deliverable upon conversion or exchange of those debt securities would
have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer
or other disposition; and |
| · | an officers’ certificate and legal opinion covering such conditions are delivered to each applicable trustee. |
Events of Default, Notice and Waiver
Unless the applicable prospectus supplement states otherwise, when
we refer to “events of default” as defined in the indentures with respect to any series of debt securities, we mean:
| · | default in the payment of any installment of interest on any debt security of such series continuing for 90 days unless such date
has been extended or deferred; |
| · | default in the payment of principal of, or any premium on, any debt security of such series when due and payable unless such date
has been extended or deferred; |
| · | default in the performance or breach of any covenant or warranty in the debt securities or in the indenture by us continuing for 90
days after written notice described below; |
| · | certain events relating to bankruptcy, insolvency or reorganization; and |
| · | any other event of default provided with respect to a particular series of debt securities. |
If an event of default (other than an event of default described in
the fourth bullet point above) occurs and is continuing with respect to debt securities of any series outstanding, then the applicable
trustee or the holders of 25% or more in principal amount of the debt securities of that series will have the right to declare the principal
amount of, and accrued interest on, all the debt securities of that series to be due and payable. If an event of default described in
the fourth bullet point above occurs, the principal amount of, and accrued interest on, all the debt securities of that series will automatically
become and will be immediately due and payable without any declaration or other act on the part of the trustee or the holders of the debt
securities. However, at any time after such a declaration of acceleration has been made, but before a judgment or decree for payment of
the money due has been obtained by the applicable trustee, the holders of at least a majority in principal amount of outstanding debt
securities of such series or of all debt securities then outstanding under the applicable indenture may rescind and annul such declaration
and its consequences if:
| · | we have deposited with the applicable trustee all required payments of the principal, any premium, interest and, to the extent permitted
by law, interest on overdue installment of interest, plus applicable fees, expenses, disbursements and advances of the applicable trustee;
and |
| · | all events of default, other than the non-payment of accelerated principal, or a specified portion thereof, and any premium, have
been cured or waived. |
The indentures provide that holders of debt securities of any series
may not institute any proceedings, judicial or otherwise, with respect to such indenture or for any remedy under the indenture, unless
the trustee fails to act for a period of 90 days after the trustee has received a written request to institute proceedings in respect
of an event of default from the holders of 25% or more in principal amount of the outstanding debt securities of such series, as well
as an offer of indemnity reasonably satisfactory to the trustee.
However, this provision will not prevent any holder of debt securities
from instituting suit for the enforcement of payment of the principal of, and any premium, and interest on, such debt securities at the
respective due dates thereof.
The indentures provide that, subject to provisions in each indenture
relating to its duties in the case of a default, a trustee has no obligation to exercise any of its rights or powers at the request or
direction of any holders of any series of debt securities then outstanding under the indenture, unless the holders have offered to the
trustee reasonable security or indemnity. The holders of at least a majority in principal amount of the outstanding debt securities of
any series or of all debt securities then outstanding under an indenture shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the applicable trustee, or of exercising any trust or power conferred upon such
trustee. However, a trustee may refuse to follow any direction which:
| · | is in conflict with any law or the applicable indenture; |
| · | may involve the trustee in personal liability; or |
| · | may be unduly prejudicial to the holders of debt securities of the series not joining the proceeding. |
Within 120 days after the close of each fiscal year, we will be required
to deliver to each trustee a certificate, signed by one of our several specified officers, stating whether or not that officer has knowledge
of any default under the applicable indenture. If the officer has knowledge of any default, the notice must specify the nature and status
of the default.
Modification of the Indentures
Subject to certain exceptions, the indentures may be amended with the
consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of all series affected by such amendment
(including consents obtained in connection with a tender offer or exchange for the debt securities of such series).
We and the applicable trustee may make modifications and amendments
of an indenture without the consent of any holder of debt securities for any of the following purposes:
| · | to cure any ambiguity, defect, or inconsistency in the applicable indenture or in the Securities of any series; |
| · | to comply with the covenant described above under “—Merger, Consolidation or Sale of Assets;” |
| · | to provide for uncertificated debt securities in addition to or in place of certificated debt securities; |
| · | to add events of default for the benefit of the holders of all or any series of debt securities; |
| · | to add covenants, restrictions, conditions or provisions relating to us for the benefit of the holders of all or any series of debt
securities (and if such covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of debt securities,
stating that such covenants, restrictions, conditions or provisions are expressly being included solely for the benefit of such series),
to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions
or provisions an event of default, or to surrender any right or power in the applicable indenture conferred upon us; |
| · | to add to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue,
authentication, and delivery of debt securities, as set forth in the applicable indenture; |
| · | to make any change that does not adversely affect the rights of any holder of notes under the applicable indenture in any material
respect; |
| · | to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided in
the applicable indenture, to establish the form of any certifications required to be furnished pursuant to the terms of the applicable
indenture or any series of debt securities under the applicable indenture, or to add to the rights of the holders of any series of debt
securities; |
| · | to evidence and provide for the acceptance of appointment under the applicable indenture by a successor trustee or to appoint a separate
trustee with respect to any series; |
| · | to comply with any requirements of the SEC or any successor in connection with the qualification of the indenture under the Trust
Indenture Act of 1939, as amended, or the Trust Indenture Act; or |
| · | to conform the applicable indenture to this “Description of Debt Securities” or any other similarly titled section in
any prospectus supplement or other offering document relating to a series of debt securities. |
Subordination
Payment by us of the principal of, premium, if any, and interest on
any series of subordinated debt securities issued under the subordinated indenture will be subordinated to the extent set forth in an
indenture supplemental to the subordinated indenture relating to such series.
Discharge, Defeasance and Covenant Defeasance
Unless otherwise provided in the applicable prospectus supplement,
the indentures allow us to discharge our obligations to holders of any series of debt securities issued under any indenture when:
| · | either (i) all securities of such series have already been delivered to the applicable trustee for cancellation; or (ii) all securities
of such series have not already been delivered to the applicable trustee for cancellation but (a) have become due and payable, (b) will
become due and payable within one year, or (c) if redeemable at our option, are to be redeemed within one year, and we have irrevocably
deposited with the applicable trustee, in trust, funds in such currency or currencies, or governmental obligations in an amount sufficient
to pay the entire indebtedness on such debt securities in respect of principal and any premium, and interest to the date of such deposit
if such debt securities have become due and payable or, if they have not, to the stated maturity or redemption date; or |
| · | we have paid or caused to be paid all other sums payable. |
Unless otherwise provided in the applicable prospectus supplement,
the indentures provide that, upon our irrevocable deposit with the applicable trustee, in trust, of an amount, in such currency or currencies
in which such debt securities are payable at stated maturity, or government obligations, or both, applicable to such debt securities,
which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient
to pay the principal of, and any premium or make-whole amount, and interest on, such debt securities, and any mandatory sinking fund or
analogous payments thereon, on the scheduled due dates therefor, the issuing company shall be released from its obligations with respect
to such debt securities under the applicable indenture or, if provided in the applicable prospectus supplement, its obligations with respect
to any other covenant, and any omission to comply with such obligations shall not constitute an event of default with respect to such
debt securities.
The applicable prospectus supplement
may further describe the provisions, if any, permitting such defeasance or covenant defeasance, including any modifications to the provisions
described above, with respect to the debt securities of or within a particular series.
No Individual Liability of Incorporators, Stockholders, Officers
or Directors
The indentures provide that no incorporator and no past, present or
future stockholder, officer or director, of us or any successor corporation in their capacity as such shall have any individual liability
for any of our obligations, covenants or agreements under the debt securities or the indentures.
Governing Law
The indentures and the debt securities will be governed by and construed
in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.
Description of
Depositary Shares
We may offer depositary receipts representing fractional shares of
our preferred stock, rather than full shares of preferred stock. The shares of preferred stock represented by depositary shares will be
deposited under a depositary agreement between us and a bank or trust company that meets certain requirements and is selected by us. Each
owner of a depositary share will be entitled to all the rights and preferences of the preferred stock represented by the depositary share.
The description in an accompanying prospectus supplement of any depositary
shares we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable depositary agreement,
which will be filed with the SEC if we offer depositary shares. For more information on how you can obtain copies of any depositary agreement
if we offer depositary shares, see “Where You Can Find More Information.” We urge you to read the applicable depositary agreement
and any accompanying prospectus supplement in their entirety.
Description Of
Warrants
We may issue warrants to purchase
our debt or equity securities or securities of third parties or other rights, including rights to receive payment in cash or securities
based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing.
Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities.
Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The terms
of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the
applicable prospectus supplement.
The applicable prospectus supplement will describe the following
terms of any warrants in respect of which this prospectus supplement is being delivered:
| · | the title of such warrants; |
| · | the aggregate number of such warrants; |
| · | the price or prices at which such warrants will be issued; |
| · | the currency or currencies in which the price of such warrants will be payable; |
| · | the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one
or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such
warrants; |
| · | the price at which and the currency or currencies in which the securities or other rights purchasable upon exercise of such warrants
may be purchased; |
| · | the date on which the right to exercise such warrants shall commence and the date on which such right shall expire; |
| · | if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; |
| · | if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued
with each such security; |
| · | if applicable, the date on and after which such warrants and the related securities will be separately transferable; |
| · | information with respect to book-entry procedures, if any; and |
| · | any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
Description of
Purchase Contracts
As specified in the applicable prospectus supplement, we may issue
purchase contracts for the purchase or sale of:
| · | debt or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices or such securities
or any combination of the above as specified in the applicable prospectus supplement; |
Each purchase contract will entitle the holder thereof to purchase
or sell, and obligate us to sell or purchase, on specified dates, such securities, currencies or commodities at a specified purchase price,
which may be based on a formula, all as set forth in the applicable prospectus supplement. We may, however, satisfy our obligations, if
any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the property otherwise
deliverable or, in the case of purchase contracts on underlying currencies, by delivering the underlying currencies, as set forth in the
applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase
or sell such securities, currencies or commodities and any acceleration, cancellation or termination provisions or other provisions relating
to the settlement of a purchase contract.
The purchase contracts may require us to make periodic payments to
the holders thereof or vice versa, which payments may be deferred to the extent set forth in the applicable prospectus supplement, and
those payments may be unsecured or prefunded on some basis. The purchase contracts may require the holders thereof to secure their obligations
in a specified manner to be described in the applicable prospectus supplement. Alternatively, purchase contracts may require holders to
satisfy their obligations thereunder when the purchase contracts are issued. Our obligation to settle such pre-paid purchase contracts
on the relevant settlement date may constitute indebtedness.
Accordingly, pre-paid purchase contracts will be issued under either
the senior indenture or the subordinated indenture.
Description of
Units
As specified in the applicable prospectus supplement, we may issue
units consisting of one or more shares of common stock, preferred shares, depositary shares representing preferred stock, debt securities,
warrants, purchase contracts or any combination of such securities. The applicable supplement will describe:
| · | the terms of the units and of the securities comprising the units, including whether and under what circumstances the securities comprising
the units may be traded separately; |
| · | a description of the terms of any unit agreement governing the units; and |
| · | a description of the provisions for the payment, settlement, transfer or exchange of the units. |
Plan of Distribution
We are registering (1) the offer, issuance
and sale by us of up to $1,000,000,000 in the aggregate of the securities identified herein from time to time in one or more
offerings and (2) the issuance by us of up to 7,326,423 shares of Class A common stock issuable upon the redemption of 7,326,423
shares of IntermediateCo Class B common stock.
We are also registering the offer and sale from time to time by the
Selling Holders, or their permitted transferees, of up to 92,398,994 shares of Class A common stock, consisting of (i) up to 66,322,571
shares of issued and outstanding shares of Class A common stock, (ii) 18,750,000 founder shares, subject to vesting requirements and (iii)
7,326,423 shares of Class A common stock issuable upon the redemption of 7,326,423 shares of IntermediateCo Class B common stock.
We will receive proceeds from the issuance and sale of our common stock,
preferred stock, depositary shares representing preferred stock, debt securities, warrants, purchase contracts or units. We will pay any
underwriting discounts and commissions and expenses incurred by us in connection with the sale of securities by us.
We are required to pay all fees and expenses incident to the registration
of the shares of our common stock to be offered and sold pursuant to this prospectus supplement. The Selling Holders will bear all commissions
and discounts, if any, attributable to their sale of shares of our common stock.
We will not receive any of the proceeds from the sale of the securities
by the Selling Holders. The aggregate proceeds to the Selling Holders will be the purchase price of the securities less any discounts
and commissions borne by the Selling Holders. The securities to be offered and sold by us covered by this prospectus supplement may be
offered and sold from time to time. The shares of common stock beneficially owned by the Selling Holders covered by this prospectus supplement
may be offered and sold from time to time by the Selling Holders. The term “Selling Holders” includes donees, pledgees, transferees
or other successors in interest selling securities received after the date of this prospectus supplement from a Selling Holder as a gift,
pledge, partnership distribution or other transfer. The Selling Holders will act independently of us in making decisions with respect
to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise,
at prices and under terms then prevailing or at prices related to the then current market price or in negotiated transactions. We or the
Selling Holders may use any one or more of the following methods when selling the securities offered by this prospectus supplement:
| · | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus supplement; |
| · | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
| · | in underwriter transactions; |
| · | block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction or any other national securities exchange on which our securities are listed or
traded; |
| · | an over-the-counter distribution in accordance with the rules of the NYSE; |
| · | through trading plans entered into by a Selling Holder pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time
of an offering pursuant to this prospectus supplement that provide for periodic sales of their securities on the basis of parameters described
in such trading plans; |
| · | to or through underwriters or broker-dealers; |
| · | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing
at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange
or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
| · | in privately negotiated transactions; |
| · | through the writing of options (including put or call options), whether the options are listed on an options exchange or otherwise; |
| · | in short sales entered into after the effective date of the registration statement of which this prospectus supplement is a part; |
| · | by pledge to secured debts and other obligations; |
| · | through a combination of any of the above methods of sale; or |
| · | any other method permitted pursuant to applicable law. |
In addition, any shares that qualify for sale pursuant to Rule 144
may be sold under Rule 144 rather than pursuant to this prospectus supplement.
To the extent required, this prospectus supplement may be amended or
supplemented from time to time to describe a specific plan of distribution. In connection with distributions of the shares or otherwise,
the Selling Holders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of shares of common stock in the course of hedging the positions
they assume with Selling Holders. The Selling Holders may also sell shares of common stock short and redeliver the shares to close out
such short positions. The Selling Holders may also enter into option or other transactions with broker-dealers or other financial institutions
which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus supplement, which
shares such broker-dealer or other financial institution may resell pursuant to this prospectus supplement (as supplemented or amended
to reflect such transaction). The Selling Holders may also pledge shares to a broker-dealer or other financial institution, and, upon
a default, such broker-dealer or other financial institution, may effect sales of the pledged shares pursuant to this prospectus supplement
(as supplemented or amended to reflect such transaction).
In order to facilitate the offering of the securities, any underwriters
or agents, as the case may be, involved in the offering of such securities may engage in transactions that stabilize, maintain or otherwise
affect the price of our securities. Specifically, the underwriters or agents, as the case may be, may overallot in connection with the
offering, creating a short position in our securities for their own account. In addition, to cover overallotments or to stabilize the
price of our securities, the underwriters or agents, as the case may be, may bid for, and purchase, such securities in the open market.
Finally, in any offering of securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions
allotted to an underwriter or a broker-dealer for distributing such securities in the offering if the syndicate repurchases previously
distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the securities above independent market levels. The underwriters or agents, as the case
may be, are not required to engage in these activities, and may end any of these activities at any time.
We and the Selling Holders may solicit offers to purchase the securities
directly from, and may sell such securities directly to, institutional investors or others. In this case, no underwriters or agents would
be involved. The terms of any of those sales, including the terms of any bidding or auction process, if utilized, will be described in
the applicable prospectus supplement.
It is possible that one or more underwriters may make a market in our
securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We
cannot give any assurance as to the liquidity of the trading market for our securities. Our Class A common stock is listed on the NYSE
under the symbol “MIR.”
We and the Selling Holders may authorize underwriters, broker-dealers
or agents to solicit offers by certain purchasers to purchase the securities at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts
will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions
we or the Selling Holders pay for solicitation of these contracts.
A Selling Holder may enter into derivative transactions with third
parties, or sell securities not covered by this prospectus supplement to third parties in privately negotiated transactions. If an applicable
prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus
supplement, including in short sale transactions. If so, the third party may use securities pledged by any Selling Holder or borrowed
from any Selling Holder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received
from any Selling Holder in settlement of those derivatives to close out any related open borrowings of stock. If applicable through securities
laws, the third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement
(or a post-effective amendment). In addition, any Selling Holder may otherwise loan or pledge securities to a financial institution or
other third party that in turn may sell the securities short using this prospectus supplement. Such financial institution or other third
party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
In effecting sales, broker-dealers or agents engaged by the Selling
Holders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions
from the Selling Holders in amounts to be negotiated immediately prior to the sale.
Underwriters, broker-dealers or agents may facilitate the marketing
of an offering online directly or through one of their affiliates. In those cases, prospective investors may view offering terms and a
prospectus online and, depending upon the particular underwriter, broker-dealer or agent, place orders online or through their financial
advisors.
In offering the securities covered by this prospectus supplement, we,
the Selling Holders and any underwriters, broker-dealers or agents who execute sales for the Selling Holders may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. Any discounts, commissions, concessions or profit they earn on
any resale of those securities may be underwriting discounts and commissions under the Securities Act.
The underwriters, broker-dealers and agents may engage in transactions
with us or the Selling Holders, may have banking, lending or other relationships with us or perform services for us or the Selling Holders,
in the ordinary course of business.
In order to comply with the securities laws of certain states, if applicable,
the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states
the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.
We have advised the Selling Holders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of securities in the market and to the activities of the Selling Holders and
their affiliates. In addition, we will make copies of this prospectus supplement available to the Selling Holders for the purpose of satisfying
the prospectus delivery requirements of the Securities Act. The Selling Holders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of securities is made, if required,
a prospectus supplement will be distributed that will set forth the number of securities being offered and the terms of the offering,
including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other
item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.
Selling Holders
This prospectus supplement also relates to
the resale by the Selling Holders of up to 92,398,994 shares of Class A common stock, from time to time, consisting of (i)
66,322,571 issued and outstanding shares of Class A common stock, (ii) 18,750,000 founder shares subject to vesting requirements and
(iii) 7,326,423 shares of Class A common stock issuable upon the redemption of 7,326,423 shares of IntermediateCo Class B common
stock. The Selling Holders may from time to time offer and sell any or all of the common stock set forth below pursuant to this
prospectus supplement. When we refer to the “Selling Holders” in this prospectus supplement, we mean the persons listed
in the table below, and their permitted transferees who later come to hold any of the Selling Holders’ interest in common
stock in accordance with the terms of the agreements governing the registration rights applicable to such Selling Holder’s
shares of common stock.
The Selling Holders acquired the shares of our common stock from us
in private offerings pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act in connection with a private
placement concurrent with the IPO and in connection with the Business Combination. Pursuant to the RRA and the Subscription Agreements,
we agreed to file a registration statement with the SEC for the purposes of registering for resale the shares of our Class A common stock
issued to the Selling Holders pursuant to the Subscription Agreements and Business Combination Agreement.
The Selling Holders may from time to time offer and sell any or all
of the shares of Class A common stock and units set forth below pursuant to this prospectus supplement. When we refer to the “Selling
Holders” in this prospectus supplement, we mean the persons listed in the table below, and the pledgees, donees, transferees, assignees,
successors and others who later come to hold any of the Selling Holders’ interest in the shares of Class A common stock and/or units
after the date of this prospectus supplement such that registration rights shall apply to those securities.
The following table is prepared based on information provided to us
by the Selling Holders. It sets forth the name and address of the Selling Holders, the aggregate number of shares of Class A common stock
that the Selling Holders may offer pursuant to this prospectus supplement, and the beneficial ownership of the Selling Holders both before
and after the offering. The Selling Holders may have sold, transferred or otherwise disposed of some or all of their shares of Class A
common stock, or may have purchased additional freely-tradeable shares of Class A common stock since providing us with this information.
We cannot advise you as to whether the Selling Holders will in fact sell any or all of their shares, and for purposes of this table, we
have assumed that the Selling Holders will have sold all of the securities covered by this prospectus supplement. We have based percentage
ownership after this offering on 200,102,086 shares of Class A common stock outstanding as of September 30, 2022.
We have determined beneficial ownership in accordance with the rules
of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the Selling Holders
have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community
property laws.
| Name of Selling Holder
| |
Shares of
Class A
Common Stock Beneficially Owned Prior to the Offering | |
Shares of
Class A
Common Stock Being Offered | |
Shares of Common Stock Beneficially Owned After the Offered Shares of Common Stock Sold |
| | |
| |
| |
Number | |
Percent (%) |
| GSAH II PIPE Investors Employee LP(1) | |
| 15,474,983 | | |
| 15,474,983 | | |
| — | | |
| — | |
| NRD PIPE Investors LP(1) | |
| 1,300,100 | | |
| 1,300,100 | | |
| — | | |
| — | |
| Alyeska Master Fund, L.P.(2) | |
| 11,661,033 | | |
| 4,240,346 | | |
| 7,420,687 | | |
| 3.7 | % |
| Centaurus Capital LP(3) | |
| 2,500,000 | | |
| 2,500,000 | | |
| — | | |
| — | |
| Corsair Select, LP(4) | |
| 1,690,548 | | |
| 1,024,145 | | |
| 666,403 | | |
| * | |
| Corsair Capital Partners, LP(4) | |
| 610,855 | | |
| 610,855 | | |
| — | | |
| — | |
| Investment Corporation of Dubai(5) | |
| 2,500,000 | | |
| 2,500,000 | | |
| — | | |
| — | |
| Invus Public Equities, L.P.(6) | |
| 500,000 | | |
| 500,000 | | |
| — | | |
| — | |
| Kuwait Investment Authority(7) | |
| 10,000,000 | | |
| 10,000,000 | | |
| — | | |
| — | |
| Saba Capital SPAC Opportunities Ltd.(8) | |
| 3,892 | | |
| 3,892 | | |
| — | | |
| — | |
| Saba Capital Master Fund, Ltd.(8) | |
| 62,031 | | |
| 62,031 | | |
| — | | |
| — | |
| Senator Global Opportunity Master Fund L.P.(9) | |
| 1,750,000 | | |
| 1,750,000 | | |
| — | | |
| — | |
| LVIP Baron Growth Opportunities Fund(10) | |
| 308,304 | | |
| 308,304 | | |
| — | | |
| — | |
| VY Baron Growth Portfolio(10) | |
| 150,000 | | |
| 150,000 | | |
| — | | |
| — | |
| BlackRock, Inc.(11) | |
| 6,000,000 | | |
| 6,000,000 | | |
| — | | |
| — | |
Fidelity Advisor Series I: Fidelity Advisor Large
Cap Fund(12) | |
| 232,270 | | |
| 232,270 | | |
| — | | |
| — | |
| Fidelity Destiny Portfolios: Fidelity Advisor Capital Development Fund(12) | |
| 981,748 | | |
| 981,748 | | |
| — | | |
| — | |
| Fidelity Concord Street Trust: Fidelity Large Cap Stock Fund(12) | |
| 671,520 | | |
| 671,520 | | |
| — | | |
| — | |
| Fidelity Hastings Street Trust: Fidelity Series Large Cap Stock Fund(12) | |
| 3,311,098 | | |
| 3,311,098 | | |
| — | | |
| — | |
| FIAM Target Date Large Cap Stock Commingled Pool By: Fidelity Institutional Asset Management Trust company as Trustee(12) | |
| 671,937 | | |
| 671,937 | | |
| — | | |
| — | |
| Fidelity Rutland Square Trust II: Strategic Advisers Fidelity U.S. Total Stock Fund-FIAM US Equity Subportfolio By: FIAM LLC as Sub-Advisor(12) | |
| 1,430,613 | | |
| 1,430,613 | | |
| — | | |
| — | |
| Janus Henderson Triton Fund(13) | |
| 10,844,214 | | |
| 9,458,407 | | |
| 1,385,807 | | |
| * | |
| Nationwide Savings Plan(13) | |
| 224,784 | | |
| 198,358 | | |
| 26,426 | | |
| * | |
| Penn Series Fund, Inc. Small Cap Growth Fund(13) | |
| 103,971 | | |
| 103,971 | | |
| — | | |
| — | |
| LIUNA National (Industrial) Pension Fund(13) | |
| 62,563 | | |
| 51,962 | | |
| 10,601 | | |
| * | |
| National Elevator Industry Health Benefit Plan(13) | |
| 59,992 | | |
| 38,536 | | |
| 21,456 | | |
| * | |
| LIUNA Staff and Affiliates Pension Fund(13) | |
| 64,557 | | |
| 53,620 | | |
| 10,937 | | |
| * | |
| Migros Pensionskasse Fonds-Aktien Welt(13) | |
| 95,146 | | |
| 95,146 | | |
| — | | |
| — | |
| GS Sponsor II LLC(14)(15) | |
| 16,025,000 | | |
| 16,025,000 | | |
| — | | |
| — | |
| GS Acquisition Holdings II Employee Participation LLC(14)(15) | |
| 1,325,000 | | |
| 1,325,000 | | |
| — | | |
| — | |
| GS Acquisition Holdings II Employee Participation 2 LLC(14)(15) | |
| 1,400,000 | | |
| 1,400,000 | | |
| — | | |
| — | |
| Purple Development SAS(17) | |
| 17,330 | | |
| 17,330 | | |
| — | | |
| — | |
| BNP Paribas SA(18) | |
| 740,121 | | |
| 740,121 | | |
| — | | |
| — | |
| Thomas D. Logan(19) | |
| 1,639,436 | | |
| 1,544,017 | | |
| 95,419 | | |
| * | |
| Aere Perennius, LLC(20) | |
| 2,596,371 | | |
| 2,596,371 | | |
| — | | |
| — | |
| Lawrence D. Kingsley(21) | |
| 512,954 | | |
| 500,000 | | |
| 12,954 | | |
| * | |
| Brian Schopfer(22) | |
| 759,928 | | |
| 740,845 | | |
| 19,083 | | |
| * | |
| Michael Freed(23) | |
| 560,818 | | |
| 560,818 | | |
| — | | |
| — | |
| Jyothsna (Jo) Natauri(24) | |
| — | | |
| — | | |
| — | | |
| — | |
| Michael Brumbaugh(25) | |
| 832,376 | | |
| 832,376 | | |
| — | | |
| — | |
| Bruno Morel(26) | |
| 210,809 | | |
| 210,809 | | |
| — | | |
| — | |
| Jean-Louis Gouronc(27) | |
| 43,395 | | |
| 43,395 | | |
| — | | |
| — | |
| Loic Eloy(28) | |
| 169,868 | | |
| 169,868 | | |
| — | | |
| — | |
| Thibaut Floquet(29) | |
| 108,089 | | |
| 108,089 | | |
| — | | |
| — | |
| Seth Rosen(30) | |
| 23,207 | | |
| 23,207 | | |
| — | | |
| — | |
| Susan Kempf(31) | |
| 56,717 | | |
| 56,717 | | |
| — | | |
| — | |
| Other Sellers(32) | |
| 1,781,189 | | |
| 1,781,189 | | |
| — | | |
| — | |
| TOTAL | |
| 102,068,767 | | |
| 92,398,994 | | |
| 9,669,773 | | |
| 4.8 | % |
| (1) | Each of GSAH II PIPE Investors Employee LP and NRD PIPE Investors LP (together, the “PIPE Participation LLCs”) is a limited
partnership controlled by its general partner and its investment manager, both of which are indirect wholly-owned subsidiaries of The
Goldman Sachs Group, Inc. Following the effectiveness of this shelf registration statement, each limited partner of the PIPE Participation
LLCs (including Jyothsna (Jo) Natauri, a Mirion director, and certain direct or indirect subsidiaries of The Goldman Sachs Groups, Inc.)
will have the right to request that the applicable PIPE Participation LLC use its reasonable efforts to sell a portion of the registrable
securities held by it. The business address of each of the GS PIPE Participation Funds is 200 West Street, New York, New York 10282. |
| (2) | The securities listed above include 6,420,687 shares of publicly-traded Class A common stock, 1,000,000 shares of Class A common stock
underlying publicly-traded warrants formerly held as of September 30, 2022 and 4,240,346 PIPE Shares. Alyeska Investment Group, L.P.,
the investment manager of Alyeska Master Fund, L.P. (the “Aleyska Selling Holder”), has |
voting and investment control of the
shares held by the Aleyska Selling Holder. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed
to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by the Alyeska Selling
Holder. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South
Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700,
Chicago IL 60601.
| (3) | Centaurus Holdings, LLC is the General Partner of Centaurus Capital LP, and is controlled by its Manager, John D. Arnold. The address
of Centaurus Holdings, LLC is 1717 West Loop South, Suite 1800 Houston, TX 77027. |
| (4) | Jay Petschek and Steven Major are managing members of the general partner of the selling stockholder and may be deemed to be beneficial
owners. The address for Corsair Select, LP is 366 Madison Ave, 12th Floor New York, NY 10017. |
| (5) | Investment Corporation of Dubai is the principal investment arm of the government of Dubai. The business address of Investment Corporation
of Dubai is Levels 5&6, Gate Village Building 7, DIFC, Dubai, PO Box 333888 UAE. |
| (6) | Invus Public Equities, L.P. (“Invus PE”) directly holds 500,000 shares of Class A common stock. Invus Public Equities
Advisors, LLC (“Invus PE Advisors”) controls Invus PE, as its general partner and accordingly, may be deemed to beneficially
own the Shares held by Invus PE. The Geneva branch of Artal International S.C.A. (“Artal International”) controls Invus PE
Advisors, as its managing member and accordingly, may be deemed to beneficially own the Shares held by Invus PE. Artal International Management
S.A. (“Artal International Management”), as the managing partner of Artal International, controls Artal International and
accordingly, may be deemed to beneficially own the Shares that Artal International may be deemed to beneficially own. Artal Group S.A.,
as the sole stockholder of Artal International Management, controls Artal International Management and accordingly, may be deemed to beneficially
own the Shares that Artal International Management may be deemed to beneficially own. Westend S.A. (“Westend”), as the parent
company of Artal Group S.A. (“Artal Group”), controls Artal Group and accordingly, may be deemed to beneficially own the shares
that Artal Group may be deemed to beneficially own. Stichting Administratiekantoor Westend (the “Stichting”), as majority
shareholder of Westend, controls Westend and accordingly, may be deemed to beneficially own the Shares that Westend may be deemed to beneficially
own. Mr. Amaury Wittouck, as the sole member of the board of the Stichting, controls the Stichting and accordingly, may be deemed to beneficially
own the Shares that the Stichting may be deemed to beneficially own. The address for Invus PE and Invus PE Advisors is 750 Lexington Avenue,
30th Floor, New York, NY 10022. The address for Artal International, Artal International Management, Artal Group, Westend and Mr. Wittouck
is Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg. The address for the Stichting is Claude Debussylaan, 46, 1082 MD Amsterdam,
The Netherlands. |
| (7) | Kuwait Investment Authority, a Kuwaiti public authority established under Kuwaiti Law No. 47/1982 for the purpose of managing, in
the name and for the account of the Government of the State of Kuwait, the investments of the State of Kuwait, and having its registered
office at Block 1, Street 201, Sharq, P.O. Box 64, 13001, Safat, Kuwait City, Kuwait. |
| (8) | Boaz Weinstein is the managing member of the general partner of the investment manager of Saba Capital Master Fund, Ltd., Saba Capital
Master Fund II, Ltd., Saba Capital Master Fund III, LP and Saba Capital SPAC Opportunities Ltd. (the “Saba Funds”) and accordingly
may be deemed to have voting and dispositive power with respect to shares held by the Saba Funds. Mr. Weinstein disclaims beneficial ownership
of the securities reported herein for purposes of Section 16 of the Securities Act. The business address of the Saba Funds is c/o Saba
Capital Management, LP, 405 Lexington Avenue, 58th Floor, New York, New York 10174. |
| (9) | Senator Investment Group LP (“Senator”) is investment manager of the selling security holder and may be deemed to have
voting and dispositive power with respect to the shares. The general partner of Senator is Senator Management LLC (the “Senator
GP”). Douglas Silverman controls Senator GP, and, accordingly, may be deemed to have voting and dispositive power with respect to
the shares held by this selling security holder. Mr. Silverman disclaims beneficial ownership of the shares held by the selling security
holder. The address of Senator Global Opportunity Master Fund LP is 510 Madison Avenue, 28th Floor New York, NY 10022. |
| (10) | BAMCO, Inc., as the sub-advisor to each of LVIP Baron Growth Opportunities Fund and VY Baron Growth Portfolio, has voting and investment
control over the shares held by LVIP Baron Growth Opportunities Fund and VY Baron Growth Portfolio. As the principal of BAMCO, Inc., Mr.
Baron may additionally be deemed to have beneficial ownership of the shares held by LVIP Baron Growth Opportunities Fund and VY Baron
Growth Portfolio. Mr. Baron disclaims beneficial ownership of all such shares. The address for BAMCO, Inc. is 767 Fifth Avenue, 49th Fl,
New York, NY 10153. |
| (11) | The registered holders of the referenced shares to be registered are the following funds and accounts under management by subsidiaries
of BlackRock, Inc.: BlackRock Global Allocation Fund, Inc., BlackRock Global Funds-Global Allocation Fund, BlackRock Global Allocation
V.I. Fund of BlackRock Variable Series Funds, Inc., BlackRock Global Allocation Portfolio of BlackRock Series Fund, Inc., BlackRock Global
Allocation Collective Fund, BlackRock Capital Allocation Trust, and BlackRock Investment Management (Australia) Limited as responsible
entity of the BlackRock Global Allocation Fund (AUST). BlackRock, Inc. is the ultimate parent holding company of such subsidiaries. On
behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or
the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds
and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or investment |
committee members expressly disclaim
beneficial ownership of all shares held by such funds and accounts. The address of such funds and accounts, such subsidiaries and such
portfolio managers and/or investment committee members is 55 East 52nd Street, New York, NY 10055. Shares shown include only the securities
being registered for resale and may not incorporate all shares deemed to be beneficially held by the registered holders or BlackRock,
Inc.
| (12) | These accounts are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief
Executive Officer and the President of FMR LLC. |
Members of the Johnson family, including
Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing
49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’
voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members
of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.
Neither FMR LLC nor Abigail P. Johnson
has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the
Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a
wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research
Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees.
The address for Fidelity Concord Street
Trust: Fidelity Large Cap Stock Fund is Mag & Co. c/o Brown Brothers Harriman & Co. Attn: Corporate Actions /Vault 140 Broadway
New York, NY 10005.
| (13) | Such shares may be deemed to be beneficially owned by Janus Henderson Investors US LLC (“Janus”), an investment adviser
registered under the Investment Advisers Act of 1940, who acts as investment adviser for the Fund and has the ability to make decisions
with respect to the voting and disposition of the shares subject to the oversight of the board of directors of the Fund. Under the terms
of its management contract with the Fund, Janus has overall responsibility for directing the investments of the Fund in accordance with
the Fund’s investment objective, policies and limitations. Each Fund has one or more portfolio managers appointed by and serving
at the pleasure of Janus who makes decisions with respect to the disposition of the Shares. The address for Janus is 151 Detroit Street,
Denver, CO 80206. The portfolio managers for this fund are: Jonathan Coleman and Scott Stutzman. |
| (14) | GSAM Holdings is the managing member of GS Sponsor. GSAM Holdings is a wholly owned subsidiary of The Goldman Sachs Group, Inc. In
addition to the shares held by GS Sponsor, GS Employee Participation (“Participation LLC”) and GS Employee Participation 2
(“Participation 2 LLC”), each of which is managed by a subsidiary of GSAM Holdings, directly owns 1,325,000 founder shares
and 1,400,000 founder shares, respectively. |
| (15) | Interests shown for GS Sponsor II consist of 16,025,000 founder shares and exclude 1,768,000 shares of Class A common stock issued
in exchange for 8,500,000 private placement warrants. Interests shown for GSAM Holdings consist of 18,750,000 founder shares and exclude
1,768,000 shares of Class A common stock issued in exchange for 8,500,000 private placement warrants. |
| (16) | Mr. Frédéric Sanchez is President of Purple Development SAS (“Purple Development”) and may be deemed as
beneficial owner of 99.19% of Purple Development. The address of Purple Development is 3 rue Drouot, 75009 Paris, France. |
| (17) | The principal business address for BNP Paribas S.A. (EPA:BNP) is 16 Boulevard des Italiens, 75009 Paris, France. |
| (18) | Shares listed as beneficially owned consist of 1,544,017 shares of Class B common stock held by Mr. Logan; and 95,419 shares of Class
A common stock issuable pursuant to the vesting and settlement of RSUs. Shares listed as beneficially owned exclude up to 3,200,000 shares
of Class A common stock held by the Sponsor in which Mr. Logan has an interest due to his profits interests, which are subject to vesting
requirements. The shares offered hereby consist of up to 1,544,017 shares of Class A common stock issuable upon redemption of 1,544,017
shares of IntermediateCo Class B common stock held by Mr. Logan. Mr. Logan is the Chief Executive Officer and a Director of the Company. |
| (19) | The selling stockholder is Aere Perennius, LLC., a limited liability company which holds interests in trusts established for the benefit
of Mr. Logan’s children. Mary Hancock Logan as Investment Trustee has voting and dispositive power of shares held by the limited
liability company. The shares offered hereby consist of up to 2,596,371 shares of Class A common stock issuable upon redemption of 2,596,371
shares of IntermediateCo Class B common stock held by Aere Perennius, LLC. The address is c/o The Bryn Mawr Trust Company of Delaware,
Administrative Trustee 20 Montchanin Road, Suite 100, Greenville DE 19807-2179. |
| (20) | Shares listed as beneficially owned include 12,954 shares of Class A common stock issuable pursuant to the vesting and settlement
of RSUs held by Mr. Kingsley Shares offered for resale include (i) 350,000 shares of Class A common stock held by the Diane Kingsley Revocable
Trust and (ii) 150,000 shares held by the Lawrence D. Kingsley 2015 Family Irrevocable Trust. Mr. Kingsley’s shares exclude 4,200,000
shares of Class A common stock held by the Sponsor in which he has an interest due to his profits interests, which are subject to vesting
requirements. Mr. Kingsley is Chairman of the Board of Mirion. |
| (21) | Shares listed as beneficially owned consist of 740,845 shares of Class B common stock held by Mr. Schopfer and 19,083 shares of Class
A common stock issuable pursuant to the vesting and settlement of RSUs. Shares offered hereby consist of up to 740,845 shares of Class
A common stock issuable upon redemption of 740,845 shares of IntermediateCo Class B common stock held by Mr. Schopfer. Mr. Schopfer’s
shares exclude 700,000 shares of Class A common stock held by the Sponsor in which he has an interest due to his profits interests, which
are subject to vesting requirements. Mr. Schopfer is the Chief Financial Officer of Mirion. |
| (22) | Shares offered hereby consist of (i) 75,000 shares of Class A common stock and (ii) up to 485,818 shares of Class A common stock issuable
upon redemption of 485,818 shares of IntermediateCo Class B common stock held by Mr. Freed. Mr. Freed was an executive officer of the
Company during the last three years. |
| (23) | Shares listed as beneficially owned exclude 50,000 shares of Class A common stock held by GSAH II PIPE Investors Employee LP, and
Ms. Natauri holds investment power over such shares. Voting decisions are made for the Selling Holder by its investment manager, Goldman
Sachs, an affiliate of The Goldman Sachs Group, Inc. |
| (24) | Shares offered hereby consist of up to 832,376 shares of Class A common stock issuable upon redemption of 832,376 shares of IntermediateCo
Class B common stock held by Mr. Brumbaugh. Mr. Brumbaugh was employed by the Company within the last three years. |
| (25) | Shares offered hereby consist of 210,809 shares of Class A common held by Mr. Morel. Mr. Morel is employed by the Company. |
| (26) | Shares offered hereby consist of 43,395 shares of Class A common held by Mr. Gouronc. |
| (27) | Shares offered hereby consist of 169,868 shares of Class A common held by Mr. Eloy. Mr. Eloy is employed by the Company. |
| (28) | Shares offered hereby consist of 108,089 shares of Class A common held by Mr. Floquet. Mr. Floquet is employed by the Company. |
| (29) | Shares offered hereby consist of up to 23,207 shares of Class A common issuable upon redemption of 23,207 shares of IntermediateCo
Class B common stock held by Mr. Rosen. |
| (30) | Shares offered hereby consist of up to 56,717 shares of Class A common stock issuable upon redemption of 56,717 shares of IntermediateCo
Class B common stock held by Ms. Kempf. Ms. Kempf was not employed by the Company during the last three years. |
| (31) | Shares offered hereby consist of up to 1,781,189 shares of Class A common stock issuable upon redemption of 1,781,189 shares of IntermediateCo
Class B common stock held by eight selling stockholders. |
Material United
States Federal Income Tax Considerations
The following is a discussion of material United States federal income
tax consequences of the ownership and disposition of our Class A common stock. This discussion applies only to shares of Class A common
stock that are held as capital assets for U.S. federal income tax purposes and is applicable only to persons who are receiving our Class
A common stock in this offering.
This discussion is a summary only and does not describe all of the
tax consequences that may be relevant to you in light of your particular circumstances, including but not limited to the application of
the alternative minimum tax and the Medicare tax on certain investment income and the different consequences that may apply if you are
subject to special rules that apply to certain types of investors, including but not limited to:
| · | our sponsor, founders, officers or directors; |
| · | financial institutions or financial services entities; |
| · | governments or agencies or instrumentalities thereof; |
| · | regulated investment companies; |
| · | real estate investment trusts; |
| · | expatriates or former long-term residents of the United States; |
| · | persons that actually or constructively own five percent (5%) or more (by vote or value) of our common stock; |
| · | dealers or traders subject to a mark-to-market method of tax accounting with respect to our Class A common stock; |
| · | accrual-method taxpayers who are required under Section 451(b) of the Code, to recognize income for U.S. federal income tax purposes
no later than when such income is taken into account in applicable financial statements; |
| · | persons holding the Class A common stock as part of a “straddle,” hedge, integrated transaction or similar transaction; |
| · | U.S. holders (as defined below) whose functional currency is not the U.S. dollar; |
| · | partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities; |
| · | persons who acquire our Class A common stock as compensation; and |
If a partnership (including an entity or arrangement treated as a partnership
for U.S. federal income tax purposes) or other pass-through entity holds our Class A common stock, the U.S. federal income tax treatment
of a partner in such partnership or equityholder in such pass-through entity generally will depend upon the status of the
partner or equityholder, upon the activities of the partnership or
other pass-through entity and upon certain determinations made at the partner or equityholder level. Accordingly, we urge partners in
partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) and equityholders in other
pass-through entities considering the acquisition of our Class A common stock to consult their tax advisors regarding the U.S. federal
income tax considerations of the ownership and disposition of our Class A common stock by such partnership or pass-through entity.
This discussion is based on the Code, and administrative pronouncements,
judicial decisions and final, temporary and proposed Treasury regulations as of the date hereof, which are subject to change, possibly
on a retroactive basis, and changes to any of which subsequent to the date of this prospectus supplement may affect the tax consequences
described herein. This discussion does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than
income taxes (such as gift and estate taxes). We have not sought, and will not seek, a ruling from the IRS as to any U.S. federal income
tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover,
there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the
accuracy of the statements in this discussion.
THIS DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL
INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. WE URGE PROSPECTIVE HOLDERS TO CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL
INCOME TAX CONSEQUENCES TO THEM OF OWNING AND DISPOSING OF OUR CLASS A COMMON STOCK, AS WELL AS THE APPLICATION OF ANY, STATE, LOCAL AND
NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS.
U.S. Holders
This section applies to you if you are a “U.S. holder.”
As used herein, the term “U.S. holder” means a beneficial owner of our Class A common stock who or that is for U.S. federal
income tax purposes:
| · | an individual who is a citizen or resident of the United States; |
| · | a corporation (or other entity taxable as a corporation) organized in or under the laws of the United States, any state thereof or
the District of Columbia; or |
| · | an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source. |
Taxation of Distributions
If we pay distributions in cash or other property (other than certain
distributions of our stock or rights to acquire our stock) to U.S. holders of shares of our Class A common stock, such distributions generally
will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits,
as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits will
constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis
in our Class A common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Class A common
stock and will be treated as described below under “—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of
Class A Common Stock.” Dividends we pay to a U.S. holder that is a taxable corporation generally will qualify for the dividends
received deduction if the requirements relating to the requisite holding period are satisfied. With certain exceptions, and provided certain
holding period requirements are met, dividends we pay to a non- corporate U.S. holder generally will constitute “qualified dividends”
that currently are subject to tax at preferential long-term capital gains rates.
Gain or Loss on Sale, Taxable Exchange or Other Taxable
Disposition of Class A Common Stock
Upon a sale or other taxable disposition of our Class A common stock,
a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S.
holder’s adjusted tax basis in the Class A common stock. Any such capital gain or loss generally will be long-term capital gain
or loss if the U.S. holder’s holding period for the Class A common stock exceeds one year. Long-term capital gains
recognized by non-corporate U.S. holders currently are eligible to
be taxed at reduced rates. The deductibility of capital losses is subject to limitations.
Generally, the amount of gain or loss recognized by a U.S. holder is
an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such
disposition and (ii) the U.S. holder’s adjusted tax basis in its Class A common stock transferred in such disposition.
Information Reporting and Backup Withholding
In general, information reporting requirements may apply to dividends
paid to a U.S. holder and to the proceeds of the sale or other disposition of our Class A common stock, unless the U.S. holder is an exempt
recipient. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification number or a certification
of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn).
Backup withholding is not an additional tax. Any amounts withheld under
the backup withholding rules will be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability provided
the required information is timely furnished to the IRS.
All U.S. holders should consult their tax advisors regarding the application
of information reporting and backup withholding to them.
Non-U.S. Holders
This section applies to you if you are a “Non-U.S. holder.”
As used herein, the term “Non-U.S. holder” means a beneficial owner of our Class A common stock who or that is for U.S. federal
income tax purposes:
| · | a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates); |
| · | a foreign corporation; or |
| · | an estate or trust that is not a U.S. holder; |
but generally does not include an individual who is present in the
United States for 183 days or more in the taxable year of disposition. If you are such an individual, you should consult your tax advisor
regarding the U.S. federal income tax consequences of the acquisition, ownership or sale or other disposition of our Class A common stock.
Taxation of Distributions
In general, any distributions (other than certain distributions of
our stock or rights to acquire our stock) made to a Non-U.S. holder of shares of our Class A common stock, to the extent paid out of our
current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S.
federal income tax purposes. Provided such dividends are not effectively connected with the Non-U.S. holder’s conduct of a trade
or business within the United States (and, under certain income tax treaties, not attributable to a U.S. permanent establishment or fixed
base maintained by the Non-U.S. holder), we will be required to withhold tax from the gross amount of the dividend at a rate of thirty
percent (30%), unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and
provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not
constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. holder’s adjusted tax basis in its Class
A common stock and, to the extent such distribution exceeds the Non-U.S. holder’s adjusted tax basis, as gain realized from the
sale or other disposition of our Class A common stock, which will be treated as described below under “Non-U.S. Holders-Gain or
Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock” below.
This withholding tax generally
does not apply to dividends paid to a Non-U.S. holder who provides a Form W-8ECI certifying that the dividends are effectively connected
with the Non-U.S. holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends
will be subject to regular U.S. federal income tax as if the Non-U.S. holder were a U.S. resident, subject to an applicable income tax
treaty providing otherwise. A corporate Non-U.S. holder receiving effectively connected dividends may also be subject to an additional
“branch profits tax” imposed at a rate of 30% (or a lower applicable treaty rate).
Gain or Loss on Sale, Taxable Exchange or Other
Taxable Disposition of Class A Common Stock
A Non-U.S. holder generally will not be subject
to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our
Class A common stock, unless:
| · | the gain is effectively connected with the conduct by the Non-U.S. holder of a trade or business within the United States (and, under
certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. holder); |
| · | such Non-U.S. holder is an individual who was present in the United States for 183 days or more in the taxable year of such disposition
and certain other requirements are met; or |
| · | we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time
during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our Class A common
stock and, in the case where shares of our Class A common stock are regularly traded on an established securities market, the Non-U.S.
holder has owned, directly or constructively, more than five percent (5%) of our Class A common stock at any time within the shorter of
the five-year period preceding the disposition or such Non-U.S. holder’s holding period for the shares of our Class A common stock.
There can be no assurance that our Class A common stock is or has been treated as regularly traded on an established securities market
for this purpose. |
Unless an applicable treaty provides otherwise, gain described in the
first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. holder were a
U.S. resident. Any gains described in the first bullet point above of a corporate Non-U.S. holder may also be subject to an additional
“branch profits tax” at a thirty percent (30%) rate (or a lower applicable income tax treaty rate). If the second bullet point
applies to a Non-U.S. holder, such Non-U.S. holder will be subject to U.S. tax on such Non-U.S. holder’s net capital gain for such
year (which may be reduced by certain U.S. source capital losses) at a tax rate of thirty percent (30%).
If the third bullet point above applies to a Non-U.S.
holder, gain recognized by such holder will be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer
may be required to withhold U.S. federal income tax at a rate of fifteen percent (15%) of the amount realized upon such disposition. We
believe that we are not, and do not anticipate becoming, a United States real property holding corporation. However, such determination
is factual in nature and subject to change and no assurance can be provided as to whether we would be treated as a United States real
property holding corporation in any future year.
Information Reporting and Backup Withholding
Information returns will be filed with the IRS in connection with payments
of dividends and the proceeds from a sale or other disposition of our Class A common stock. A Non-U.S. holder may have to comply with
certification procedures to establish that it is not a United States person in order to avoid information reporting and backup withholding
requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification
requirements necessary to avoid the backup withholding as well.
Backup withholding is not an additional tax. The
amount of any backup withholding from a payment to a Non-U.S. holder will be allowed as a credit against such holder’s U.S. federal
income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS. All
Non-U.S. holders should consult their tax advisors regarding the application of information reporting and backup withholding to them.
FATCA Withholding Taxes
Sections 1471 through 1474 of the Code and the
Treasury regulations and administrative guidance promulgated thereunder (commonly referred to as the FATCA) generally impose withholding
at a rate of thirty percent (30%) in certain circumstances on dividends in respect of our Class A common stock which are held by or through
certain foreign financial institutions (including investment funds), unless any such institution (1) enters into, and complies with, an
agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution
that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold
on certain payments, or (2) if required under an intergovernmental agreement between the United States and an applicable foreign country,
reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental
agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which
our Class A common stock are held will affect the determination of whether such withholding is required. Similarly, dividends in respect
of our Class A common stock held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions
will generally be subject to withholding at a rate of thirty percent (30%), unless such entity either (1) certifies to us or the applicable
withholding agent that such entity does not have any “substantial United States owners” or (2) provides certain information
regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of
Treasury. All holders of Class A common stock should consult their tax advisors regarding the possible implications of FATCA on their
ownership of our Class A common stock.
Legal Matters
The validity of any securities offered by this prospectus supplement
will be passed upon for us by Goodwin Procter LLP, Redwood City, California.
Experts
The financial statements of Mirion Technologies, Inc. and subsidiaries
as of December 31, 2021 (Successor), June 30, 2021 (Predecessor), and June 30, 2020 (Predecessor), and for the period from October 20,
2021 through December 31, 2021 (Successor), the period from July 1, 2021 through October 19, 2021 (Predecessor) and the three years ended
June 30, 2021 (Predecessor), have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated
in their report incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K dated February 28, 2022. Such
financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting
and auditing.
The financial statements of Mirion Technologies,
Inc. (f/k/a GS Acquisition Holdings Corp II) as of October 19, 2021 and December 31, 2020 and the period from January 1, 2021 to October
19, 2021, and for each of the two years in the period ended December 31, 2020 incorporated in this prospectus supplement by reference
to the Current Report on Form 8- K dated November 17, 2022 have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered accounting firm, given on the authority of said firm as experts in auditing and accounting.
Where You Can Find
More Information
The SEC allows us to incorporate by reference information in this document.
This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this document, except for any information that is superseded by information that
is included directly in this document.
We are incorporating by reference the filings listed below and any
additional documents that we may file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date
hereof and prior to the termination of any offering (other than documents or information deemed to have been furnished and not filed in
accordance with SEC rules):
| · | Annual Report on Form 10-K
for the fiscal year ended December 31, 2021, filed with the SEC on February 28, 2022; |
| · | The information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2021, from
our definitive proxy statement on Schedule 14A (other than information furnished rather than filed), which was filed with the SEC on April 20, 2022; |
| · | Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 5, 2022; |
| · | Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on July 29, 2022; |
| · | Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 3, 2022; |
| · | Current Reports on Form 8-K filed with the SEC on February 23, 2022, March 3, 2022,
March 8, 2022, May 20, 2022, June 17, 2022,
September 19, 2022, October 3, 2022 and November 17, 2022 (excluding information furnished pursuant to Items 2.02 or 7.01, or corresponding information furnished under Item 9.01 or included
as an exhibit); and |
| · | The description of our common stock and warrants contained in our Registration Statement on Form 8-A filed with the SEC on June 26,
2020 and the Description of Securities filed as Exhibit 4.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including any amendments or reports filed for the
purpose of updating such description. |
Any statement contained in this prospectus
supplement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded
to the extent that a statement contained herein, or in any subsequently filed document that also is incorporated or deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus supplement.
The SEC maintains a website at www.sec.gov, from which you
can inspect these documents and other information we have filed electronically with the SEC.
We will furnish without charge to each
person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of any or all of the documents
incorporated by reference, including exhibits to these documents. Any such request may be made by writing or calling us at the following
address or phone number:
Mirion Technologies, Inc
1218 Menlo Drive, Atlanta, Georgia 30318
Attention: Corporate Secretary
Telephone: (770) 432-2744
We also make copies of such documents available on our corporate website
at www.mirion.com. Information contained on or accessible through our website is not a part of this prospectus supplement, and the inclusion
of our website address in this prospectus supplement is an inactive textual reference only.
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