Item 1.01 Entry into a Material Definitive Agreement.

Credit Agreement

On the Closing Date, certain subsidiaries of the Company entered into a credit agreement (the "Credit Agreement") 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.


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The Credit Agreement refinanced and replaced the prior credit agreement entered into as of March 8, 2019 (as amended by that certain Joinder Agreement and Amendment No. 1 dated as of July 8, 2019, that certain Joinder Agreement and Amendment No. 2, dated as of December 16, 2019, and that certain Joinder Agreement and Amendment No. 3, dated as of December 18, 2020), among Mirion Technologies (US), Inc., as U.S. Borrower (as defined therein), Mirion Technologies (Luxembourg) S.A R.L, as Lux Borrower (as defined therein), the lending institutions party thereto as lenders and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent.

The Credit Agreement provides for an $830 million senior secured first lien term loan facility and a $90 million senior secured revolving facility (collectively, the "Facilities"). The Facilities will be used to effect the Transactions (as defined in the Credit Agreement) and to pay certain transaction expenses, refinance the prior credit facility referred to above, replace, backstop or cash collateralize existing letters of credit and similar instruments, for purchase price adjustments and/or working capital adjustments (if any) in connection with the Transactions and for working capital and other general corporate purposes. The term loan facility is scheduled to mature on the seventh anniversary of the Closing Date and the revolving facility is scheduled to expire and mature on the fifth anniversary of the Closing Date. The Facilities are secured by substantially all of the assets (subject to customary exceptions) of the borrowers and the guarantors thereunder. Interest with respect to the Facilities is based on, at the option of the borrowers, (i) a customary base rate formula for borrowings in U.S. dollars or (ii) a floating rate formula based on LIBOR (with customary fallback provisions) for borrowings in U.S. dollars, a floating rate formula based on EURIBOR for borrowings in Euro or a floating rate formula based on SONIA for borrowings in Pounds Sterling, each as described in the Credit Agreement with respect to the applicable type of borrowing.

The Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default. Negative covenants include, among others and in each case subject to certain exceptions, limitations on incurrence of liens, limitations on incurrence of indebtedness, . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference.


                              FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Cautionary Note Regarding Forward-Looking Statements

This Current Report contains and incorporates by reference statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the Transactions, the benefits of the Transactions, financial position, capital structure, indebtedness, business strategy and the plans and objectives of management for future operations, market share and products sales, future market opportunities, future manufacturing capabilities and facilities, future sales channels and strategies, including as they relate to the anticipated effects of the Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report, 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 the Company discusses its strategies or plans, including as they relate to the Business Combination, it is 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, the Company's management.

The forward-looking statements contained or incorporated by reference in this Current Report are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company's 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. Factors that may cause such differences include, but are not limited to:





        •    the Company's ability to realize the benefits of the Business
. . .

Item 3.02 Unregistered Sales of Equity Securities.

The description of the Business Combination Consideration set forth in the "Introductory Note" above is incorporated herein by reference.

At the Closing, the Company consummated the PIPE Investment and issued 90,000,000 shares of Class A common stock for aggregate gross proceeds of $900,000,000. Also at the Closing, the Company issued 8,560,540 shares of Class B common stock, and IntermediateCo issued 51,363,240 shares of IntermediateCo Class B common stock. Goldman Sachs & Co. LLC, as placement agent for the PIPE Investment, received customary fees in connection therewith equal to approximately $14.0 million.

The foregoing securities have not been registered under the Securities Act, and were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering without any form of general solicitation or general advertising.

This summary is qualified in its entirety by reference to the text of the form of Subscription Agreements, which is included as Exhibit 10.10 to this Current Report and is incorporated herein by reference.


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Item 4.01 Changes in Registrant's Certifying Accountant.

(a) Dismissal of independent registered public accounting firm.

On October 20, 2021, the Board dismissed PricewaterhouseCoopers LLP ("PwC"), the Company's independent registered public accounting firm prior to the Transactions, as the Company's independent registered public accounting firm, to be effective upon the completion of quarterly review and audit procedures.

The audit report of PwC on GSAH, the Company's legal predecessor, balance sheet as of December 31, 2020 and 2019, and the related statements of operations, of changes in stockholders' equity and of cash flows for each of the two years in the period ended December 31, 2020 and for the period from May 31, 2018 (date of inception) to December 31, 2018, did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainties, audit scope or accounting principles.

During the period from May 31, 2018 (date of inception) to December 31, 2020 and the subsequent interim periods through October 20, 2021, there were no disagreements between GSAH and PwC on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused it to make reference to the subject matter of the disagreements in its reports on GSAH's financial statements for such period.

During the period from May 31, 2018 (date of inception) to December 31, 2020 and the subsequent interim periods through October 20, 2021, there were no reportable events, as defined in Item 304(a)(1)(v) of Securities and Exchange Commission Regulation S-K ("Regulation S-K"), except for (a) GSAH restated its 2020 financial statements to correct errors as discussed in Note 2 to the financial statements and (b) GSAH concluded that a material weakness exists around the interpretation and accounting for certain complex features of the Class A common stock and Warrants issued by GSAH.

The Company has provided PwC with a copy of the foregoing disclosures and has requested that PwC furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of PwC's letter, dated October 25, 2021, is filed as Exhibit 16.1 to this Current Report.


(b) Disclosures regarding the new independent registered public accounting firm.

On October 20, 2021, the Audit Committee of the Board approved the engagement of Deloitte and Touche LLP ("Deloitte") as the Company's independent registered public accounting firm, subject to Deloitte's completion of its standard client acceptance procedures, to be effective upon the dismissal of PwC, as described above in paragraph (a). Deloitte served as independent registered public accounting firm of Mirion prior to the Business Combination. During the years ended December 31, 2020 and 2019 and subsequent interim period through October 20, 2021, we did not consult with Deloitte with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that Deloitte concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a disagreement or a reportable event (each as defined above).

Item 5.01 Changes in Control of the Registrant.

The information set forth in the "Introductory Note" above and in Item 2.01 of this Current Report is incorporated herein by reference.

After giving effect to the Business Combination and the redemption of public shares as described above, as of October 20, 2021 there were 199,523,292 shares of Class A common stock (including 18,750,000 founder shares), 8,560,540 shares of Class B common stock, 18,749,979 public warrants and 8,500,000 private placement warrants issued and outstanding. Immediately after giving effect to the Business Combination, the Company's public stockholders owned approximately 31.9% of the outstanding shares of Common Stock, the Sellers owned approximately 20.6% of the outstanding shares of Common Stock, the PIPE Investors owned approximately 47.5% of the outstanding shares of Common Stock and the Sponsor owned 0% of the outstanding shares of Common Stock. These percentages of outstanding Common Stock exclude the 18,750,000 founder shares of Class A common stock held by the Sponsor, GS Employee Participation and GS Employee Participation 2. The founder shares are subject to vesting in three equal tranches upon the Founder Share Vesting Events as described in the Introductory Note above.





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Holders of uncertificated public shares immediately prior to the Business Combination have continued as holders of uncertificated shares of Common Stock.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Incentive Plan

The information set forth under the heading entitled "Incentive Plan" in Item 1.01 of this Current Report is incorporated herein by reference.

Directors and Executive Officers

The information regarding the Company's officers and directors set forth under the headings "Directors and Executive Officers," "Director Compensation" and "Executive Compensation" in Item 2.01 of this Current Report is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the close of business on September 23, 2021, the record date for determination of stockholders entitled to vote at the Special Meeting, there were 75,000,000 shares of GSAH's Class A common stock, 18,750,000 shares of GSAH's Class B common stock and 93,750,000 shares of GSAH's common stock outstanding and entitled to vote at the Special Meeting.

At the Special Meeting, GSAH's stockholders considered the following proposals:

Proposal No. 1. A proposal to approve the Business Combination described in the Proxy Statement, including adopting the Business Combination Agreement and (b) approving the other Transactions contemplated by the Business Combination Agreement and related agreements described in the Proxy Statement. The following is a tabulation of the votes with respect to this proposal, which was approved by GSAH's stockholders:





   For        Against    Abstain   Broker Non-Votes
55,610,526   2,962,372   46,531          N/A




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Proposal No. 2. A proposal to approve the issuance of more than 20% of the Company's outstanding common stock in connection with the Business Combination. The following is a tabulation of the votes with respect to this proposal, which was approved by GSAH's stockholders:





   For        Against    Abstain   Broker Non-Votes
55,584,735   2,983,603   51,091          N/A

Proposal No. 3. A proposal to adopt the New Mirion Charter in the form attached to this Current Report as Exhibit 3.1. The following is a tabulation of the votes with respect to this proposal, which was approved by GSAH's stockholders:





   For        Against    Abstain   Broker Non-Votes
55,586,787   2,977,714   54,928          N/A

Proposal No. 4. A proposal to approve and adopt certain governance provisions included in the New Mirion Charter, presented separately in accordance with the SEC requirements.

4A. A proposal to increase the total number of authorized shares from 555,000,000 shares to 2,200,000,000 shares. The following is a tabulation of the votes with respect to this proposal, which was approved by GSAH's stockholders:





   For        Against     Abstain   Broker Non-Votes
45,602,317   12,090,279   926,833         N/A

4B. A proposal requiring that a voting class of not less than 66 2/3% of the total voting power of all outstanding securities is required to amend, alter, change or repeal specified provision of the New Mirion Charter. The following is a tabulation of the votes with respect to this proposal, which was approved by GSAH's stockholders:





   For        Against    Abstain   Broker Non-Votes
53,079,632   5,031,817   507,980         N/A

4C. A proposal that that certain potential transactions are not "corporate opportunities" and that any member of the Board who is not an employee of the Company or its subsidiaries, or any employee or agent of such member, other than someone who is an employee of the Company or its subsidiaries (collectively, the "Covered Persons"), are not subject to the doctrine of corporate opportunity, except with respect to business opportunity matters, potential transactions or interests that a Covered Person obtains expressly and solely in connection with the individual's services as a member of the Board. The following is a tabulation of the votes with respect to this proposal, which was approved by GSAH's stockholders:





   For        Against    Abstain   Broker Non-Votes
54,537,426   3,560,690   521,313         N/A

Proposal No. 5. A proposal to elect nine directors, effective upon the closing of the Business Combination, with each director having a term that expires at the Company's annual meeting of stockholders in 2022, until their respective successor is duly elected and qualified or until their earlier resignation, removal or death. The following is a tabulation of the votes with respect to this proposal, which was approved by GSAH's stockholders:





      Director             For       Against    Abstain    Broker Non-Votes
Lawrence D. Kingsley    55,579,554      0      3,039,875         N/A
Thomas D. Logan         55,580,433      0      3,038,996         N/A
Jyothsna (Jo) Natauri   55,577,879      0      3,041,550         N/A
Christopher Warren      55,578,851      0      3,040,578         N/A
Steven W. Etzel         55,575,437      0      3,043,992         N/A
Kenneth C. Bockhorst    55,581,240      0      3,038,189         N/A
Robert A. Cascella      55,583,643      0      3,035,786         N/A
John W. Kuo             54,172,757      0      4,446,672         N/A
Jody A. Markopoulos     55,580,144      0      3,039,285         N/A




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Proposal No. 6. A proposal to approve and adopt the Mirion Technologies, Inc. 2021 Omnibus Incentive Plan and the material terms thereof. The following is a tabulation of the votes with respect to this proposal, which was approved by GSAH's stockholders:





   For        Against     Abstain   Broker Non-Votes
45,114,530   13,020,340   484,559         N/A

Proposal No. 7. A proposal to approve an increase in the total number of authorized shares of GSAH Class A common stock from 500,000,000 to 2,000,000,000. The following is a tabulation of the votes with respect to this proposal only by holders of GSAH Class A common stock, which was not approved:





   For        Against     Abstain   Broker Non-Votes
28,279,537   11,097,937   491,955         N/A

Proposal No. 8. A proposal to allow the Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The following is a tabulation of the votes with respect to this proposal, which was approved by GSAH's stockholders:





   For        Against    Abstain   Broker Non-Votes
55,014,073   3,539,428   65,928          N/A

Item 8.01. Other Events.

The Company's outstanding units that have not been previously separated into the underlying shares of Class A common stock and one-fourth of a warrant were cancelled and each unitholder received one share of Common Stock and one-fourth of a Company public warrant, provided that no fractional Company warrants were issued upon separation of the Company's units. Such units no longer trade as a separate security and were delisted from the NYSE. The Company's outstanding warrants are exercisable for shares of Class A common stock on the same terms as were contained in such warrants prior to the Business Combination. The Company's Class A common stock and public warrants commenced trading on the NYSE under the symbols "MIR" and "MIRW," respectively, on October 21, 2021, subject to ongoing review of the Company's satisfaction of all listing criteria following the Business Combination, and the CUSIP numbers relating to the Class A common stock and public warrants are 60471A 101 and 60471A 119, respectively.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

In accordance with Rule 12b-23 promulgated under the Exchange Act ("Rule 12b-23"), Mirion TopCo's audited consolidated balance sheets as of June 30, 2021 and 2020 and the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows for each of the three years in the period ended June 30, 2021, and the related notes and financial statement schedules are set forth in the Proxy Statement beginning on page F-41 and are incorporated herein by reference.

In accordance with Rule 12b-23, Sun Nuclear Corporation's audited consolidated balance sheet as of December 18, 2020, and the related statements of operations and comprehensive income, change in stockholders' equity, and cash flows for the period from January 1, 2020 to December 18, 2020, and the related notes are set forth in the Proxy Statement beginning on page F-89 and are incorporated herein by reference.

In accordance with Rule 12b-23, GSAH's audited balance sheet as of December 31, 2020 and 2019, and the related statements of operations, changes in stockholders' equity and cash flows for each of the two years in the period ended December 31, 2020 and for the period from May 31, 2018 (date of inception) to December 31, 2018, including the related notes, are set forth in the Proxy Statement beginning on page F-4 and are incorporated herein by reference.


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In accordance with Rule 12b-23, GSAH's unaudited condensed balance sheet as of June 30, 2021, the related unaudited condensed statements of operations, changes in stockholders' equity and cash flows for the six months ended June 30, 2021, including the related notes, are set forth in the Proxy Statement beginning on page F-22.

(b) Pro Forma Financial Information

In accordance with Rule 12b-23, certain unaudited pro forma condensed combined financial information regarding the Company to reflect the consummation of the Transactions appears in Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits

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