UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-39352 Mirion Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 83-0974996 (State or ...

Financial Data and Key Metrics Changes - Total revenue for Q1 2022 was $163.2 million, representing a decline of 4.3% compared to Q1 2021, with adjusted EBITDA down 12.5% [24][25] - Organic revenue declined by 4.2%, with adjusted EBITDA margin contracting by 200 basis points to 21.4% [24][25] - Adjusted EPS for the quarter was $0.10, slightly better than expectations due to lower taxes [25] Business Line Data and Key Metrics Changes - Medical segment adjusted revenue increased by 7.7%, with organic growth of 0.7%, but was negatively impacted by supply chain challenges [26] - Industrial segment reported a 10.1% decline in adjusted revenue, with organic revenue down 6.6% [27] - Strong growth in nuclear medicine and dosimetry was noted, but overall performance was offset by supply chain disruptions [21][26] Market Data and Key Metrics Changes - Core orders grew approximately 19% year-over-year, adjusted for foreign exchange impacts, indicating robust demand across both industrial and medical segments [12][33] - The outlook for the nuclear power industry has improved, with increased government support and rising natural gas prices driving demand [12][15] - The defense segment is expected to see increased demand due to heightened military and civil defense concerns stemming from the Ukraine conflict [16][17] Company Strategy and Development Direction - The company aims to deliver inorganic growth of 5 to 10 points and has a strong M&A pipeline [22] - Focus on digitization and new product launches in the medical segment, including the introduction of SunCHECK and SunSCAN [18] - The company has removed all remaining Russian-related revenue from projections, reflecting a cautious approach to geopolitical dynamics [20] Management's Comments on Operating Environment and Future Outlook - The operating environment remains challenging due to supply chain issues and geopolitical tensions, but the company is well-positioned for growth [6][9] - Management expressed confidence in the ability to navigate short-term hurdles, citing a strong backlog and healthy end markets [22][33] - Future growth is expected to be supported by favorable market conditions in nuclear power and defense sectors [12][15][16] Other Important Information - The company generated $10 million of adjusted free cash flow in Q1 2022, a slight improvement from the previous year [28] - Updated guidance for 2022 reflects a revised adjusted revenue growth expectation of 3.5% to 5.5%, down from 5.5% to 7.5% [29][30] - Adjusted EBITDA target range for 2022 has shifted to $170 million to $180 million, reflecting the removal of Russian-related EBITDA [30][31] Q&A Session Summary Question: Supply chain challenges in the Medical segment - Management confirmed that supply chain issues have shifted towards radiation therapy and nuclear medicine, with proactive measures in place to address these challenges [36] Question: Pricing escalators in contracts - Management indicated that most contracts have pricing escalators, but there is a lag in price adjustments, with expectations for improvement in the latter half of the year [37][38] Question: New construction's impact on nuclear revenue - Management expects the percentage of revenue from new construction to increase due to favorable conditions in the nuclear industry [40] Question: Incremental defense and nuclear EBITDA - Management provided insights into the expected $10 million increase in defense and nuclear EBITDA, citing strong order dynamics and government support [46][65] Question: Order trends and conversion into earnings - Management noted that the 19% growth in core orders reflects strength across segments, with expectations for gradual conversion into earnings over the coming quarters [50][63] Question: Cash flow generation and leverage - Management emphasized a focus on generating cash flow to tackle leverage, with expectations for improved cash generation in the latter half of the year [72] Question: Direct exposure to supply chain issues in China - Management clarified that direct exposure to China is limited, with proactive measures in place to mitigate supply chain risks [74]

Financial Performance - The Business Combination consideration paid by the Company to pre-Business Combination stockholders was approximately $1.3 billion in cash, along with 30,401,902 newly issued shares of Class A common stock and 8,560,540 newly issued shares of Class B common stock[31]. - Approximately 19.5% of GSAH's issued and outstanding Class A common stock was redeemed by stockholders prior to the Business Combination[28]. - The Company’s financial performance is driven by the replacement of products and recurring services in core end markets, as well as the construction of new nuclear power plants globally[27]. - Approximately 45% of total revenue for fiscal 2021 came from sales to customers outside the United States and Canada, highlighting the company's global footprint and market reach[78]. - Total backlog as of December 31, 2021, was $747.5 million, an increase from $715.8 million on June 30, 2021[92]. - Deferred contract revenue increased to $73.0 million as of December 31, 2021, compared to $50.4 million on June 30, 2021[92]. - Approximately 45% of the backlog is expected to be recognized in calendar year 2022[91]. - The top five customers accounted for approximately 14% of consolidated revenue during the reporting periods[101]. Market Opportunities - The Company aims to capitalize on growth opportunities in medical, defense, and nuclear power sectors[26]. - The global nuclear medicine market is expected to grow approximately 7% per year from 2020 through 2030, driven by the increase in cancer prevalence and incidences[58]. - The global radiotherapy market is projected to grow approximately 6% per year from 2020 through 2030, influenced by growing awareness and technological advancements[58]. - The core dosimetry market is expected to grow 3 to 4% per year from 2020 through 2026, driven by an increase in healthcare workers exposed to radiation[59]. - The existing global installed base of nuclear reactors has a median age of 34 years, necessitating frequent product replacements and upgrades[65]. - The total number of nuclear power plant shutdowns under decontamination and decommissioning is expected to increase over the next decade, particularly in the U.S. market[66]. - The global nuclear reactor construction market is expected to grow, with 57 reactors currently under construction and 423 planned or proposed, providing significant revenue opportunities for the company[69]. - The company aims to exploit under-penetrated market opportunities, particularly in the U.S. dosimetry services market and the nuclear sector in Europe[81]. Product Development and Innovation - The Company has successfully leveraged its expertise in ionizing radiation to drive innovation and expand commercial applications[22]. - New product development includes the evrCAM for radiation oncology, leveraging core technology from the nuclear power industry[83]. - The company has developed a new personal radiation detector, Accurad, to expand its presence in civil services markets such as police and fire departments[84]. - The company has successfully integrated fourteen acquisitions since 2016, enhancing its product offerings and market presence in the radiation detection sector[79]. Regulatory Compliance - The company is subject to various environmental regulations, including the Comprehensive Environmental Response, Compensation and Liability Act, which may impose future remediation expenditures[117]. - The company must comply with the Resource Conservation and Recovery Act, which regulates hazardous waste management and imposes civil liabilities for non-compliance[117]. - The company is subject to inspections by the Nuclear Regulatory Commission to ensure compliance with safety and quality assurance regulations in the nuclear power industry[131]. - The company holds numerous licenses for radioactive materials across various jurisdictions, with typical license terms ranging from two to five years[129]. - The company incurs costs associated with obtaining and maintaining approvals for medical devices from regulatory bodies such as the FDA and the European Medicines Agency[147]. - Medical devices must comply with the FDA's regulations, including safety and effectiveness standards, and any significant changes may require new approvals[149]. - The company must navigate complex regulatory requirements for marketing medical devices in non-U.S. countries, which can vary significantly[154]. - Compliance with privacy and information security laws, such as the GDPR and CCPA, is essential for the company as it processes personal information[161]. Workforce and Operations - The engineering and research and development organization consists of 356 scientists, engineers, and technicians, representing approximately 14% of the workforce as of December 31, 2021[26]. - The company employed 2,630 full-time and part-time employees as of December 31, 2021[105]. - The production personnel consisted of 1,176 employees, representing approximately 45% of the total workforce as of December 31, 2021[102]. - The company has a seasoned management team with an average tenure of over 15 years, supported by a skilled engineering and R&D organization of 356 professionals[80]. - The company has 30 sales offices across North America, Europe, and Asia as of December 31, 2021[96]. Economic Factors - The company is experiencing inflationary pressure on operating costs, including increased personnel costs and higher commodity prices[601]. - Freight costs for inbound and outbound shipments have increased, expected to persist into 2022[602]. - A hypothetical 10% change in foreign currencies would have impacted revenues by approximately $8.7 million during the Successor Period[598]. - The effect of a hypothetical 1% change in exchange rates would have impacted accumulated other comprehensive income by approximately $2.5 million during the Successor Period[599]. - If market interest rates increase by 100 basis points, year-to-date interest expense would increase by approximately $8.4 million[600]. - Changes in foreign exchange rates could impact the price and demand for products, affecting competitiveness[599]. Compliance and Legal Risks - The company is affected by multi-jurisdictional legal and regulatory environments, which impose extensive and changing laws governing its operations[121]. - The company is subject to various economic sanctions imposed by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC), which restrict transactions with certain countries and entities[138]. - Violations of U.S. export control regulations or OFAC sanctions can lead to significant penalties, including criminal and civil fines, imprisonment, and loss of export privileges[140]. - The company has implemented compliance policies and procedures to address challenges related to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act[144].

Financial Data and Key Metrics Changes - For Q4 2021, total revenue grew by 20% year-over-year, with adjusted EBITDA growth of 17% [35] - Organic revenue growth for Q4 was 2.7%, primarily driven by the industrial business, while the Nuclear Medicine segment faced challenges [36] - For the full year 2021, adjusted revenue growth was 32%, with 3.6% organic revenue growth and adjusted EBITDA growth of 29% [38] Business Line Data and Key Metrics Changes - The medical segment accounted for 34% of total revenue in 2021, with expectations for high single-digit growth in 2022 [19] - The industrial segment is expected to see mid-single-digit growth in 2022, supported by positive trends in nuclear power [23] - The medical segment reported adjusted revenue growth of 91%, but organic revenue was flat due to supply chain issues [39][40] - The industrial segment had adjusted revenue growth of 1.1%, with organic revenue growing 3.3% [41] Market Data and Key Metrics Changes - The nuclear power market is experiencing strong demand due to decarbonization efforts and high natural gas prices, with major new build awards in China and Brazil [24] - The medical market is supported by favorable demographic trends and improving supply chains for medical isotopes [21] Company Strategy and Development Direction - The company aims to enhance operating margins through pricing and cost efficiencies, with a focus on commercial and pricing excellence [15][31] - The acquisition of CIRS is expected to contribute to growth and integration into the operating model [26][44] - The company is committed to maintaining a healthy M&A pipeline while also focusing on deleveraging the balance sheet [94][96] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving the long-term organic growth target of 5% to 7%, despite current supply chain challenges [58][65] - The outlook for 2022 includes adjusted revenue growth guidance of 5.5% to 7.5% and adjusted EBITDA margins targeted between 24% and 25% [30][45] - Management remains optimistic about the demand dynamics in both the nuclear and medical sectors, with a strong backlog supporting future growth [28][80] Other Important Information - The company has $84 million in cash and $166 million in available equity, with a net leverage of approximately 4.3x [42][96] - Adjusted free cash flow is projected to be positive at $90 million to $110 million for 2022 [46] Q&A Session Summary Question: Confidence in achieving organic growth target - Management remains confident in the 5% to 7% organic growth target, citing strong underlying market dynamics in the nuclear and medical sectors [58][65] Question: Impact of supply chain on growth expectations - Management acknowledged supply chain constraints but emphasized strong demand and a healthy backlog, indicating a positive long-term outlook [63][64] Question: M&A focus versus deleveraging - Both M&A and deleveraging are priorities, with the expectation of 5% to 10% inorganic growth and a target to reduce leverage to 3x to 3.5x [94][96] Question: Pricing strategy in relation to inflation - Management indicated that pricing actions are expected to outpace inflation, with a projected 200 basis points of pricing growth in the latter half of 2022 [29][102] Question: Exposure to Russia and Ukraine - The company has limited direct exposure, with expectations of minor cash flow delays but no significant P&L impact anticipated [104] Question: COO departure and operational model changes - The COO position was eliminated as part of a strategic shift to revert to a historical operating model, allowing for more direct oversight by the CEO [108]

MIRITO N TECHNOLOGIES MIR LISTED NYSE Fiscal Quarter and Fiscal Year Ended December 31, 2021 Earnings Presentation February 23, 2022 Disclaimer Forward-Looking Statements This presentation and the accompanying oral commentary contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Words such as "anticipate," "believe," "continue," "could," "estimate", "expect", "hope", "intend", "may", "might", "should", "would", "will", "understand" and simil ...

Financial Position - As of September 30, 2021, the company had current assets of $750,621,780 and current liabilities of $99,502,777[133]. - The company had cash held in a custodian account of $195,542 and working capital of $651,119,003 as of September 30, 2021[148]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2021[152]. Business Combination - The company completed its business combination on October 20, 2021, with a total consideration of $1.3 billion in cash and newly issued shares[137]. - Stockholders elected to redeem 14,628,610 shares of Class A common stock, representing approximately 19.5% of the issued and outstanding shares before the business combination[135]. - After the business combination, there were 199,523,292 shares of Class A common stock and 8,560,540 shares of Class B common stock issued and outstanding[141]. Financial Performance - For the nine months ended September 30, 2021, the company reported a net loss of $(10,341), with general and administrative expenses primarily related to the proposed business combination totaling $(11,631,971)[145]. - The company incurred expenses of $90,000 under an administrative support agreement for the nine months ended September 30, 2021[154]. Capital Raising - The company raised $900,000,000 through a PIPE investment, subscribing for 90,000,000 shares of Class A common stock[140]. - The underwriters of the public offering received underwriting discounts and commissions of 5.5%, totaling $41,250,000, with $15,000,000 paid at closing and $26,250,000 deferred[155]. Securities and Derivatives - As of September 30, 2021, the company had outstanding warrants to purchase up to 27,250,000 shares of Class A common stock, which were excluded from the diluted net income per share calculation due to contingent exercise conditions[158]. - All 75,000,000 shares of Class A common stock sold in the Public Offering contained a redemption feature and were classified as redeemable securities[159]. - The company accounts for warrants as derivative liabilities, adjusting their fair value at each reporting period, with changes recognized in the statement of operations[160]. Risk Management - The net proceeds from the Public Offering and Private Placement Warrants were invested in money market funds, resulting in no material exposure to interest rate risk as of September 30, 2021[165]. - The company has not engaged in any hedging activities since inception and does not expect to do so regarding market risk[166].

PART I – FINANCIAL INFORMATION [Item 1. Unaudited Condensed Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) This section presents the Company's unaudited condensed financial statements and comprehensive notes [Unaudited Condensed Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheets) **Unaudited Condensed Balance Sheets (Selected Data):** | ASSETS/LIABILITIES | June 30, 2021 (in millions) | December 31, 2020 (in millions) | | :----------------- | :------------ | :---------------- | | Cash | $0.80 | $0.38 | | Total current assets | $1.25 | $0.98 | | Cash and cash equivalent held in Trust Account | $750.09 | $750.06 | | Total assets | $752.12 | $751.32 | | Accounts payable | $8.36 | $0.97 | | Working capital note | $2.00 | — | | Warrant liability | $62.44 | $71.68 | | Total current liabilities | $72.80 | $73.02 | | Total liabilities | $99.05 | $99.27 | | Class A common stock subject to possible redemption | $750.00 | $750.00 | | Total stockholders' equity/(deficit) | $(96.94) | $(97.95) | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) **Unaudited Condensed Statements of Operations (Selected Data):** | Metric | Three months ended June 30, 2021 | Three months ended June 30, 2020 | Six months ended June 30, 2021 | Six months ended June 30, 2020 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Dividend income ($) | 11,399 | — | 22,672 | — | | General and administrative expenses ($) | (8,087,655) | (58,661) | (8,755,122) | (58,661) | | Change in fair value of warrant liability ($) | (968,221) | — | 9,232,566 | — | | Income (loss) before income taxes ($) | (9,044,477) | (58,661) | 500,116 | (58,661) | | Net income (loss) ($) | (8,668,666) | (46,399) | 1,013,683 | (46,399) | | Basic and diluted net income (loss) per share, Class A ($) | (0.09) | — | 0.01 | — | | Basic and diluted net income (loss) per share, Class B ($) | (0.09) | 0.00 | 0.01 | 0.00 | [Unaudited Condensed Statements of Changes in Stockholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) **Unaudited Condensed Statements of Changes in Stockholders' Equity (Selected Data):** | Metric | Balance, December 31, 2020 ($) | Net income (loss) (Q1 2021) ($) | Balance, March 31, 2021 ($) | Net loss (Q2 2021) ($) | Balance, June 30, 2021 ($) | | :-------------------- | :------------------------- | :-------------------------- | :---------------------- | :----------------- | :--------------------- | | Class B Common Shares (Amount) | 1,874 | — | 1,874 | — | 1,874 | | Accumulated Deficit | (97,953,505) | 9,682,349 | (88,271,156) | (8,668,666) | (96,939,822) | | Stockholders' Equity | (97,951,631) | 9,682,349 | (88,269,282) | (8,668,666) | (96,937,948) | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) **Unaudited Condensed Statements of Cash Flows (Selected Data):** | Cash Flow Activity | Six months ended June 30, 2021 ($) | Six months ended June 30, 2020 ($) | | :------------------------------------ | :----------------------------- | :----------------------------- | | Net income (loss) | 1,013,683 | (46,399) | | Change in fair value of warrant liability | (9,232,566) | — | | Net cash used for operating activities | (1,185,824) | — | | Net cash provided by financing activities | 1,625,000 | 74,261 | | Increase in cash and restricted cash | 439,176 | 74,261 | | Cash and restricted cash at end of period | 750,885,580 | 79,261 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) [Note 1—Description of Organization and Business Operations](index=8&type=section&id=Note%201%E2%80%94Description%20of%20Organization%20and%20Business%20Operations) Details the Company's formation as a SPAC and the proposed business combination with Mirion Technologies - The Company was incorporated on May 31, 2018, as a Delaware corporation, formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination[20](index=20&type=chunk) - The Company is an **emerging growth company** as defined in Section 2(a) of the Securities Act of 1933[20](index=20&type=chunk) - On June 17, 2021, the Company announced it entered into a **Business Combination Agreement with Mirion Technologies** (TopCo), Ltd for a proposed business combination[22](index=22&type=chunk) Proposed Initial Business Combination - The Company entered into a Business Combination Agreement with Mirion Technologies (TopCo), Ltd on **June 17, 2021**[22](index=22&type=chunk) - The proposed Business Combination is expected to be consummated after required approval by the Company's stockholders and satisfaction of certain other conditions[23](index=23&type=chunk) The Business Combination Agreement - The total consideration for the Business Combination is **$1.7 billion**, to be paid in a combination of equity and cash[24](index=24&type=chunk) - The cash consideration will be **$1.31 billion**, subject to the Minimum Cash Condition[24](index=24&type=chunk) - Available Closing Cash includes funds in the trust account, PIPE investment, debt financing, Mirion's cash, and proceeds from a backstop agreement, less Mirion's credit agreement obligations and transaction expenses[24](index=24&type=chunk) Covenants - Parties agreed to use reasonable best efforts to obtain necessary regulatory approvals and cooperate on the registration statement, prospectus, and proxy statement[27](index=27&type=chunk) - The Company covenanted to convene a stockholder meeting to solicit proxies in favor of the Business Combination[27](index=27&type=chunk) - Parties agreed not to solicit, initiate, engage in, or continue discussions regarding any other business combination[27](index=27&type=chunk) Conditions to the Consummation of the Transactions - Consummation is subject to conditions including approval by the Company's stockholders and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act[28](index=28&type=chunk) - A **Minimum Cash Condition** requires the Company to have at least **$1.31 billion** in cash available at Closing[28](index=28&type=chunk) Subscription Agreements - PIPE Investors subscribed for **90,000,000 shares** of the Company's Class A common stock for an aggregate purchase price of **$900 million**[29](index=29&type=chunk) - The PIPE Investment will be consummated substantially concurrently with the Closing[29](index=29&type=chunk) - The Company is required to file a registration statement for the resale of PIPE Shares within 30 calendar days following the Closing Date[30](index=30&type=chunk) Sponsor and Financing - The Company's sponsor is GS Sponsor II LLC[33](index=33&type=chunk) - The Public Offering of **75,000,000 Units** closed on July 2, 2020[33](index=33&type=chunk) - **$750 million** was placed in a U.S based trust account upon the closing of the Public Offering and Private Placement[33](index=33&type=chunk) The Trust Account - Proceeds held in the Trust Account are invested in a money market fund[34](index=34&type=chunk) - Proceeds will not be released until the earliest of: (i) completion of the Initial Business Combination, (ii) redemption of public shares in connection with certain amendments, or (iii) redemption of all public shares if the Initial Business Combination is not completed within 24 months[35](index=35&type=chunk) **Trust Account Balance (June 30, 2021):** | Metric | Amount ($) | | :----- | :----------- | | Balance in Trust Account | 750,089,714 | | Accrued dividends | 3,758 | Initial Business Combination - The Initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least **80% of the net assets** held in the Trust Account[37](index=37&type=chunk) - Public stockholders will have the opportunity to redeem all or a portion of their shares upon completion of the Initial Business Combination[38](index=38&type=chunk) - If the Company is unable to complete the Initial Business Combination within **24 months**, it will redeem public shares and liquidate[41](index=41&type=chunk) [Note 2—Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%E2%80%94Summary%20of%20Significant%20Accounting%20Policies) Outlines the Company's significant accounting policies for financial statement preparation Basis of Presentation - The unaudited condensed financial statements are prepared in accordance with **U.S. GAAP** and SEC rules for interim financial information[44](index=44&type=chunk) - Interim period operating results may not be indicative of the operating results for a full year[44](index=44&type=chunk) Emerging Growth Company - The Company has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[48](index=48&type=chunk) - This election means the Company adopts new or revised standards at the time private companies adopt them, which may make comparisons with other public companies difficult[48](index=48&type=chunk)[49](index=49&type=chunk) Cash and Cash Equivalents - Cash and cash equivalents include cash on hand, deposits at banking institutions, and highly liquid short-term investments with original maturities of ninety days or less[50](index=50&type=chunk) **Cash and Cash Equivalents (June 30, 2021):** | Account Type | Amount ($) | | :----------- | :----------- | | Custodian account | 799,624 | | Goldman Sachs Financial Square Treasury Instruments Fund (restricted) | 750,085,956 | Redeemable Shares of Class A Common Stock - All **75,000,000 shares** of Class A common stock sold in the Public Offering contain a redemption feature[51](index=51&type=chunk) - These shares are classified as **temporary equity** in accordance with ASC 480, 'Distinguishing Liabilities from Equity,' because redemption provisions are not solely within the Company's control[51](index=51&type=chunk) Net Income Per Common Share - Net income per share is computed by dividing net income by the weighted average number of common shares outstanding, applying the **two-class method**[52](index=52&type=chunk) - As of June 30, 2021, **diluted net income per share is the same as basic net income per share** because the exercise of outstanding warrants is contingent upon future events, and there were no other dilutive securities[53](index=53&type=chunk) Concentration of Credit Risk - Financial instruments may subject the Company to concentrations of credit risk, as cash accounts in a financial institution may exceed Federal Depository Insurance Coverage of **$250,000**[56](index=56&type=chunk) - Management believes the Company is **not exposed to significant risks** on such accounts[56](index=56&type=chunk) Financial Instruments - The fair value of the Company's financial instruments approximates their carrying amounts, primarily due to their short-term nature[57](index=57&type=chunk) Use of Estimates - The preparation of financial statements requires management to make estimates and assumptions, with the determination of the **fair value of the warrant liability** being one of the more significant estimates[58](index=58&type=chunk) - Actual results could differ significantly from these estimates as more current information becomes available[58](index=58&type=chunk) Warrant Liability - Warrants are accounted for as **derivative liabilities** under ASC 815, 'Derivatives and Hedging,' as they do not meet the criteria for equity treatment[59](index=59&type=chunk) - The warrants are classified as liabilities at their fair value and adjusted at each reporting period, with any change in fair value recognized in the statement of operations[59](index=59&type=chunk) - The fair value of Private Placement Warrants is estimated using a **Black-Scholes-Merton model**, while Public Warrants are measured based on their listed market price[59](index=59&type=chunk) Income Taxes - The Company is taxed as a corporation for U.S federal income tax purposes[60](index=60&type=chunk) - Prior to July 2020, the Company was included in consolidated tax returns with The Goldman Sachs Group Inc; since July 2020, it files separate corporate federal and state/local income tax returns[60](index=60&type=chunk)[62](index=62&type=chunk) Deferred Income Taxes - The Company follows the asset and liability method of accounting for income taxes under ASC 740, 'Income Taxes'[65](index=65&type=chunk) - Deferred tax assets and liabilities are recognized for temporary differences between financial reporting and tax bases of assets and liabilities, measured using enacted tax rates[65](index=65&type=chunk) Unrecognized Tax Benefits - Tax positions are recognized only when it is **more likely than not** that the position will be sustained on examination by the relevant taxing authority[66](index=66&type=chunk) - There were **no unrecognized tax benefits** or accrued interest and penalties related to income tax matters as of June 30, 2021, and December 31, 2020[66](index=66&type=chunk) Profit Interests - Membership interests issued by the Sponsor as profits interests represent compensation for services received by the Company through the closing of the Business Combination[67](index=67&type=chunk) - The Company attributes compensation expense equal to the change in the fair value of these arrangements, though there was **no impact** for the three or six months ended June 2021 or June 2020[67](index=67&type=chunk) Subscription Agreements (Accounting Policy) - Subscription Agreements qualify for **equity classification** under ASC 815, 'Derivatives and Hedging,' because they involve only physical settlement in a fixed number of shares[68](index=68&type=chunk) - Therefore, they are not periodically remeasured to fair value[68](index=68&type=chunk) Backstop Agreement (Accounting Policy) - The Backstop Agreement is initially and subsequently measured at **fair value** under ASC 480, 'Distinguishing Liabilities from Equity'[69](index=69&type=chunk) - This is due to a conditional obligation that the Company must settle by issuing a variable number of its shares, where the monetary value is predominantly based on variations in something other than the fair value of the Company's shares[69](index=69&type=chunk) Recent Accounting Pronouncements - Management does not believe that any recently issued, but not yet effective, accounting pronouncements would have a material effect on the Company's financial statements if currently adopted[70](index=70&type=chunk) [Note 3—Public Offering](index=15&type=section&id=Note%203%E2%80%94Public%20Offering) Details the Company's Public Offering of 75 million units and the concurrent private placement of warrants - The Company sold **75,000,000 units** at an offering price of **$10.00 per unit** in its Public Offering[72](index=72&type=chunk) - The Sponsor purchased **8,500,000 Private Placement Warrants** at **$2.00 per warrant** in a private placement that closed simultaneously with the Public Offering[72](index=72&type=chunk) - A Deferred Underwriting Discount of **$26.25 million** (3.5% of gross proceeds) is payable to the underwriters upon the Company's completion of the Initial Business Combination[74](index=74&type=chunk) **Public Warrants Fair Value Change:** | Metric | December 31, 2020 ($) | June 30, 2021 ($) | Change in Fair Value ($) | | :----- | :---------------- | :------------ | :------------------- | | Fair value of Public Warrants | 48,000,000 | 41,250,000 | (6,750,000) | [Note 4—Related Party Transactions](index=15&type=section&id=Note%204%E2%80%94Related%20Party%20Transactions) Details transactions with related parties, including the Sponsor, covering Founder Shares, warrants, and various agreements Founder Shares - The Sponsor initially purchased 575 Founder Shares, which, after stock splits and forfeitures, resulted in **18,750,000 Founder Shares** outstanding[77](index=77&type=chunk) - Founder Shares automatically convert into Class A common stock at the time of the Initial Business Combination and are subject to certain transfer restrictions[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) - The Sponsor purchased **8,500,000 Private Placement Warrants for $17 million**, which are non-redeemable and exercisable on a cashless basis if held by the Sponsor or its permitted transferees[80](index=80&type=chunk) **Private Placement Warrants Fair Value Change:** | Metric | December 31, 2020 ($) | June 30, 2021 ($) | Change in Fair Value ($) | | :----- | :---------------- | :------------ | :------------------- | | Fair value of Private Placement Warrants | 23,676,615 | 21,194,049 | (2,482,566) | Registration Rights - Holders of Founder Shares and Private Placement Warrants are entitled to registration rights to require the Company to register the resale of their securities[87](index=87&type=chunk) - The existing Registration Rights Agreement will be amended and restated at the Closing of the Initial Business Combination[88](index=88&type=chunk) Subscription Agreements (Related Party) - GSAM Holdings LLC subscribed for **20,000,000 PIPE Shares** of the Company's Class A common stock for an aggregate purchase price of **$200 million**[90](index=90&type=chunk) Amended & Restated Sponsor Agreement - The Insiders (Sponsor, GSAM Holdings LLC, GS Employee Participation) agreed to vote their securities in favor of the Business Combination and not to redeem any shares[91](index=91&type=chunk) - They also agreed to certain transfer restrictions[91](index=91&type=chunk) Backstop Agreement (Related Party) - GSAM Holdings LLC committed to purchase up to **12,500,000 shares** of the Company's Class A common stock at **$10.00 per share**[92](index=92&type=chunk) - This commitment is solely to fund any valid redemptions by the Company's stockholders if the Available Closing Cash falls below the required amount[92](index=92&type=chunk) Related Party Sponsor Note - An affiliate of the Sponsor loaned the Company **$300,000**, which was repaid on July 2, 2020[95](index=95&type=chunk) - The Sponsor loaned the Company **$2,000,000** via a Working Capital Note, which was borrowed as of June 30, 2021[96](index=96&type=chunk) - Both notes are non-interest bearing and unsecured[95](index=95&type=chunk)[96](index=96&type=chunk) Administrative Support Agreement - The Company pays an affiliate of the Sponsor **$10,000 per month** for office space, administrative, and support services[97](index=97&type=chunk) **Administrative Support Expenses:** | Period | Expenses Incurred ($) | | :----- | :---------------- | | Three months ended June 30, 2021 | 30,000 | | Six months ended June 30, 2021 | 60,000 | Underwriting Commission - An affiliate of the Sponsor received **$11.25 million** of the initial underwriting commission paid at the closing of the Public Offering[98](index=98&type=chunk) - An affiliate of the Sponsor is due **$19.69 million** of the **$26.25 million** Deferred Underwriting Discount, payable upon completion of the Initial Business Combination[98](index=98&type=chunk) [Note 5—Stockholders' Equity](index=18&type=section&id=Note%205%E2%80%94Stockholders'%20Equity) Outlines the Company's authorized and outstanding common and preferred stock Common Stock - The Company's authorized common stock includes up to **500,000,000 shares** of Class A common stock and **50,000,000 shares** of Class B common stock[99](index=99&type=chunk) **Common Stock Issued and Outstanding (June 30, 2021):** | Class of Stock | Shares | | :------------- | :----------- | | Class A common stock | 75,000,000 (subject to possible redemption) | | Class B common stock | 18,750,000 | Preferred Stock - The Company is authorized to issue **5,000,000 shares** of preferred stock[100](index=100&type=chunk) - As of June 30, 2021, there were **no shares of preferred stock issued or outstanding**[100](index=100&type=chunk) [Note 6—Fair Value Measurements](index=18&type=section&id=Note%206%E2%80%94Fair%20Value%20Measurements) Explains the fair value hierarchy and details the valuation of assets and liabilities measured at fair value Basis for Fair Value Measurement - The fair value of Public Warrants is measured based on their listed market price (**Level 1** measurement)[104](index=104&type=chunk) - The estimated fair value of Private Placement Warrants is determined using a Black-Scholes-Merton model with **Level 3** inputs[105](index=105&type=chunk) **Fair Value Measurements (Selected Data):** | Asset/Liability | June 30, 2021 ($) | Level | December 31, 2020 ($) | Level | | :-------------------------------- | :------------ | :---- | :---------------- | :---- | | Money market funds held in Trust Account | 750,085,956 | 1 | 750,063,158 | 1 | | Warrant Liability – Public Warrants | 41,250,000 | 1 | 48,000,000 | 1 | | Warrant Liability – Private Placement Warrants | 21,194,049 | 3 | 23,676,615 | 3 | **Level 3 Fair Value Measurement Inputs (Private Placement Warrants):** | Input | As of June 30, 2021 | As of December 31, 2020 | | :-------------------- | :------------------ | :-------------------- | | Stock price ($) | 10.40 | 10.90 | | Strike Price ($) | 11.50 | 11.50 | | Term (in years) | 5.50 | 5.75 | | Volatility | 28.00% | 28.30% | | Risk-free interest rate | 0.96% | 0.47% | | Dividend yield | 0.00% | 0.00% | | Fair value (per warrant) ($) | 2.49 | 2.79 | **Change in Fair Value of Warrant Liability (Level 3 Inputs):** | Description | Amount ($) | | :---------------------------------------------------- | :----------- | | Value of warrant liability measured with Level 3 inputs at December 31, 2020 | 23,676,615 | | Change in fair value of warrant liability measured with Level 3 inputs | (2,482,566) | | Value of warrant liability measured with Level 3 inputs at June 30, 2021 | 21,194,049 | [Note 7—Subsequent Events](index=20&type=section&id=Note%207%E2%80%94Subsequent%20Events) Discloses the Sponsor's agreement to cover up to $15 million in additional expenses under certain conditions - On August 12, 2021, the Sponsor agreed to pay any additional expenses incurred by the Company, up to **$15 million**, if the Business Combination does not close by July 2, 2022, or if the Business Combination Agreement is terminated[109](index=109&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Provides management's analysis of financial condition, operations, and the proposed business combination [Overview](index=21&type=section&id=Overview) - The Company is a blank check company formed to effect an Initial Business Combination[113](index=113&type=chunk) - It intends to finance the Initial Business Combination using proceeds from its Public Offering and Private Placement Warrants, and potentially additional equity or debt[114](index=114&type=chunk) **Selected Financial Position (June 30, 2021):** | Metric | Amount ($) | | :---------------- | :----------- | | Current assets | 1,247,124 | | Current liabilities | 72,804,364 | [Recent Developments](index=21&type=section&id=Recent%20Developments) - On June 17, 2021, the Company entered into a **Business Combination Agreement with Mirion Technologies** (TopCo), Ltd for a proposed business combination[116](index=116&type=chunk) - The proposed Business Combination is expected to be consummated after required stockholder approval and satisfaction of certain other conditions[117](index=117&type=chunk) Proposed Initial Business Combination - The Company announced its Business Combination Agreement with Mirion Technologies (TopCo), Ltd on **June 17, 2021**[116](index=116&type=chunk) The Business Combination Agreement - The total consideration for the Business Combination is **$1.7 billion**, payable in a combination of equity and cash[119](index=119&type=chunk) - The cash consideration will be **$1.31 billion**, subject to the Minimum Cash Condition[119](index=119&type=chunk) Covenants - The Business Combination Agreement includes customary covenants, such as using reasonable best efforts to obtain regulatory approvals and cooperating on registration statements[120](index=120&type=chunk) Conditions to the Consummation of the Transactions - Consummation is subject to conditions including approval by the Company's stockholders and a **Minimum Cash Condition of at least $1.31 billion**[121](index=121&type=chunk) Subscription Agreements - PIPE Investors subscribed for **90,000,000 shares** of Class A common stock for an aggregate purchase price of **$900 million**[122](index=122&type=chunk) - The Company is required to file a registration statement for the resale of PIPE Shares within 30 calendar days following the Closing Date[123](index=123&type=chunk) Profit Interests - The Sponsor issued **8,100,000 membership interests** as profits interests to certain individuals affiliated with or expected to be affiliated with Mirion after the Business Combination[124](index=124&type=chunk) - These profits interests are subject to service and performance vesting conditions, including the occurrence of the Closing, and certain forfeiture conditions[124](index=124&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) - The Company's business activities from inception to June 30, 2021, primarily consisted of its formation, Public Offering, and identifying prospective acquisition targets[125](index=125&type=chunk) **Results of Operations (Six Months Ended June 30):** | Metric | 2021 ($) | 2020 ($) | | :------------------------------------ | :----------- | :----------- | | Net income (loss) | 1,013,683 | (46,399) | | Change in fair value of warrant liability | 9,232,566 | — | | General and administrative expenses | (8,755,122) | (58,661) | [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) - Prior to the Public Offering, liquidity came from Founder Shares and a **$300,000 promissory note** from an affiliate of the Sponsor, which was repaid[126](index=126&type=chunk) - **$750 million** of proceeds from the Public Offering and Private Placement Warrants were placed into a Trust Account[127](index=127&type=chunk) - The Sponsor agreed to loan the Company up to **$2 million** via a non-interest bearing, unsecured Working Capital Note, of which **$2 million** was borrowed as of June 30, 2021[130](index=130&type=chunk) - On August 12, 2021, the Sponsor agreed to pay up to **$15 million** in additional expenses if the Business Combination does not close by July 2, 2022, or is terminated[131](index=131&type=chunk) **Liquidity Metrics (June 30, 2021):** | Metric | Amount ($) | | :---------------- | :------------ | | Cash in custodian account | 799,624 | | Working capital | (71,557,240) | [Off-Balance Sheet Arrangements](index=24&type=section&id=Off-Balance%20Sheet%20Arrangements) - The Company has **no obligations, assets, or liabilities** considered off-balance sheet arrangements[133](index=133&type=chunk) - The Company has not entered into any off-balance sheet financing arrangements, established special purpose entities, or guaranteed any debt or commitments of other entities[134](index=134&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) - As of June 30, 2021, the Company had **no long-term debt**, capital lease obligations, operating lease obligations, or long-term liabilities[135](index=135&type=chunk) - The Company has an administrative support agreement to pay an affiliate of the Sponsor **$10,000 per month** for services[135](index=135&type=chunk) - A deferred underwriting discount of **$26.25 million** is payable to the underwriters upon the completion of the Initial Business Combination[136](index=136&type=chunk) [Critical Accounting Policies/Estimates](index=24&type=section&id=Critical%20Accounting%20Policies%2FEstimates) - The preparation of financial statements requires management to make estimates and assumptions that affect reported amounts and disclosures[137](index=137&type=chunk) Net Income Per Common Share - Net income per share is computed using the **two-class method**, with accretion associated with redeemable Class A common stock excluded[138](index=138&type=chunk) - Diluted net income per common share is the same as basic net income per common share as of June 30, 2021, because warrant exercise is contingent upon future events[139](index=139&type=chunk) Redeemable Shares of Class A Common Stock - All **75,000,000 shares** of Class A common stock sold in the Public Offering contain a redemption feature and are classified outside of permanent equity in accordance with ASC 480[140](index=140&type=chunk) Warrant Liability - Warrants are classified as **derivative liabilities** under ASC 815 and are re-measured at fair value each reporting period, with changes recognized in the statement of operations[141](index=141&type=chunk) - Fair value for Private Placement Warrants is estimated using a **Black-Scholes-Merton model**, and for Public Warrants, it's based on the listed market price[141](index=141&type=chunk) Profit Interests - Membership interests issued by the Sponsor as profits interests represent compensation for services, with the Company attributing compensation expense equal to the change in their fair value[142](index=142&type=chunk) Subscription Agreements - Subscription Agreements qualify for **equity classification** under ASC 815 due to physical settlement in a fixed number of shares, thus not requiring periodic re-measurement to fair value[143](index=143&type=chunk) Backstop Agreement - The Backstop Agreement is initially and subsequently measured at **fair value** under ASC 480, as it involves a conditional obligation to issue a variable number of shares where monetary value is predominantly based on factors other than the Company's share fair value[144](index=144&type=chunk) Recent Accounting Pronouncements - Management does not believe that any recently issued, but not yet effective, accounting pronouncements would have a material effect on the Company's financial statements if currently adopted[144](index=144&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The Company was not subject to material market or interest rate risk due to its short-term investments - As of June 30, 2021, the Company was **not subject to any material market or interest rate risk**[145](index=145&type=chunk) - The net proceeds in the Trust Account are invested in short-term money market funds, limiting exposure to interest rate risk[145](index=145&type=chunk) - The Company has **not engaged in any hedging activities** since its inception and does not expect to[146](index=146&type=chunk) [Item 4. Control and Procedures](index=26&type=section&id=Item%204.%20Control%20and%20Procedures) Discloses a material weakness in internal controls leading to ineffective disclosure procedures - The Company's disclosure controls and procedures were **not effective** as of June 30, 2021[148](index=148&type=chunk) - A **material weakness** was identified in internal control over financial reporting concerning the interpretation and accounting for certain complex features of Class A common stock and Warrants[148](index=148&type=chunk) - This material weakness resulted in the **restatement of the Company's financial statements** for the year ended December 31, 2020, and interim financial statements[148](index=148&type=chunk) - There has been **no change in internal control** over financial reporting that materially affected, or is reasonably likely to materially affect, internal control over financial reporting during the most recently completed fiscal quarter[149](index=149&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The Company reported no legal proceedings - The Company has **no legal proceedings**[150](index=150&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) Refers to risk factors disclosed in the Company's restated Annual Report with no material changes - Refers to risk factors described in the restated Annual Report on Form 10-K/A for the year ended December 31, 2020[151](index=151&type=chunk) - As of the date of this Quarterly Report, there have been **no material changes** to the disclosed risk factors[152](index=152&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This item is not applicable for the current reporting period - Not applicable[153](index=153&type=chunk) [Item 3. Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - None[154](index=154&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable for the current reporting period - Not applicable[155](index=155&type=chunk) [Item 5. Other Information](index=27&type=section&id=Item%205.%20Other%20Information) The Company reported no other information - None[156](index=156&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) Lists the exhibits filed as part of the Form 10-Q, including agreements and certifications - Exhibits include a Letter Agreement (10.1), Certifications of Principal Executive Officer and Principal Financial Officer (31.1, 32.1), and XBRL Instance, Schema, Calculation, Definition, Label, and Presentation Linkbase Documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE)[157](index=157&type=chunk) [SIGNATURES](index=29&type=section&id=SIGNATURES) The report was duly signed on August 13, 2021, by the Chief Executive Officer - The report was signed on **August 13, 2021**, by Tom Knott, Chief Executive Officer, Chief Financial Officer, and Secretary[162](index=162&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39352 GS Acquisition Holdings Corp II (Exact name of registrant as specified in its charter) (State or other jurisdi ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K For the transition period from to To Commission File No. 001-39352 GS Acquisition Holdings Corp II (Exact name of registrant as specified in its charter) Delaware 81-0974996 (State or other jurisdiction of incorporation or organization) 200 West Street New York, New York 10282 (Address of Principal Executive Offices) (Zip Code) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39352 GS Acquisition Holdings Corp II (Exact name of registrant as specified in its charter) Delaware 83-0974996 ...