UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~August 152, 2022

Mandiant, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36067

20-1548921

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

11951 Freedom Drive, 6th Floor

Reston, VA 20190

(Address of principal executive offices, including zip code)

(703) 935-1700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	MNDT	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 82.0102 ~~Other~~Results ~~Events~~of Operations and Financial Condition.

AsOn ~~previously~~August ~~disclosed~~2, ~~on March 7,~~ 2022, Mandiant, Inc. (~~“Mandiant”) entered into an Agreement and Plan of Merger (~~the ~~“Merger Agreement”~~"Company") ~~with~~issued ~~Google LLC (“Google”) and Dupin Inc.,~~ a ~~wholly~~press ~~owned~~release ~~subsidiary~~regarding ofits ~~Google~~financial ~~(“Merger~~results ~~Sub”), providing~~ for the ~~merger~~second ofquarter ~~Merger~~ended ~~Sub~~June ~~with~~30, ~~and~~2022. ~~into~~A ~~Mandiant~~copy (of the ~~“Merger”),~~press ~~with~~release ~~Mandiant~~is ~~surviving~~furnished ~~the~~herewith ~~Merger~~ as aExhibit ~~wholly owned subsidiary of Google~~99.1 ~~Capitalized~~and ~~terms~~is ~~not~~incorporated ~~otherwise~~herein ~~defined~~by ~~have the meaning set forth in the Merger Agreement~~reference.

AsThe ~~previously~~information ~~disclosed,~~set onforth ~~March~~under ~~21,~~this ~~2022~~Item 2.02, ~~Mandiant~~including ~~and~~Exhibit ~~Google~~99.1, ~~filed~~shall ~~the~~not ~~Notification~~be ~~and~~deemed ~~Report~~“filed” ~~Forms~~for ~~required~~purposes ~~under~~of ~~the~~Section 18 ~~Hart-Scott-Rodino~~of ~~Antitrust~~the ~~Improvements~~Securities Exchange Act of ~~1976~~1934, as amended (the “~~HSR~~Exchange Act”), asor ~~amended,~~incorporated ~~with~~by ~~the~~reference ~~Department~~in ofany ~~Justice~~filing ~~(the~~under ~~“DOJ”) and~~ the ~~Federal~~Securities ~~Trade~~Act ~~Commission.~~of On1933, ~~April~~as 20amended, ~~2022,~~or ~~Mandiant~~the ~~and~~Exchange ~~Google~~Act, ~~each~~except ~~received~~as ashall ~~request~~be ~~for~~expressly ~~additional~~set ~~information~~forth ~~from~~by ~~the~~specific ~~DOJ~~reference in ~~connection~~such ~~with~~a ~~the DOJ’s review of the Merger~~filing.

OnThe ~~July~~Company ~~15,~~is ~~2022,~~making ~~the~~reference ~~DOJ granted early termination of the waiting period under the HSR Act with respect~~ to ~~the~~non-GAAP ~~Merger.~~financial ~~The~~measures ~~early~~in ~~termination of~~ the ~~waiting~~press ~~period under the HSR Act satisfies one of the conditions to the closing of the Merger~~release. ~~The~~A ~~closing~~reconciliation of ~~the~~these ~~Merger~~non-GAAP ~~remains~~financial ~~subject~~measures to the ~~satisfaction~~most ordirectly ~~waiver~~comparable ofGAAP ~~the~~financial ~~remaining~~measures ~~closing conditions set forth in the Merger Agreement, including receipt of regulatory approvals in certain foreign jurisdictions. Additional information on those approvals~~ is contained in the ~~definitive~~press ~~proxy statement filed by Mandiant on April 28, 2022~~release.

~~Mandiant~~Item ~~and~~9.01 Financial ~~Google~~Statements ~~continue~~and ~~to expect the closing of the Merger to occur by the end of 2022~~Exhibits.

(d) Exhibits


Exhibit No.			Description
99.1			Press release dated August 2 , 2022
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MANDIANT, INC.
Date: July 18, 2022	By:	/s/ Richard Meamber
Date: August 2, 2022	By:	/s/ Richard Meamber
		Richard MeamberSenior Vice President, General Counsel and Secretary

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