0001104659-22-097140 | S-1/A | XBRL Viewer

Cover
- Document and Entity Information
Financial Statements
- CONDENSED CONSOLIDATED BALANCE SHEETS
- CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)
- UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
- UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
- UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Notes to Financial Statements
- Description of Organization, Business Operations and Basis of Presentation
- Summary of Significant Accounting Policies
- Initial Public Offering
- Private Placement
- Related Party Transactions
- Commitments and Contingencies
- Class A Ordinary Shares Subject to Possible Redemption
- Shareholders' Equity (Deficit)
- Derivative Liabilities
- Fair Value Measurements
- Subsequent Events
Accounting Policies
- Summary of Significant Accounting Policies (Policies)
Notes Tables
- Summary of Significant Accounting Policies (as restated) (Tables)
- Class A Ordinary Shares Subject to Possible Redemption (Tables)
- Fair Value Measurements (Tables)
Notes Details
- Description of Organization, Business Operations and Basis of Presentation - Financing (Details)
- Description of Organization, Business Operations and Basis of Presentation - Proposed Business Combination (Details)
- Description of Organization, Business Operations and Basis of Presentation - Liquidity (Details)
- Summary of Significant Accounting Policies (Details)
- Summary of Significant Accounting Policies - Net Income (Loss) Per Ordinary Share (Details)
- Initial Public Offering (Details)
- Private Placement (Details)
- Related Party Transactions - Founder Shares (Details)
- Related Party Transactions - Related Party Loans (Details)
- Related Party Transactions - Additional Information (Details)
- Related Party Transactions - Forward Purchase Agreement (Details)
- Commitments and Contingencies (Details)
- Class A Ordinary Shares Subject to Possible Redemption (Details)
- Shareholders' Equity (Deficit) - Common Stock (Details)
- Shareholders' Equity (Deficit) - Preferred Stock (Details)
- Derivative Liabilities - Warrants (Details)
- Derivative Liabilities - Forward Purchase Agreement (Details)
- Fair Value Measurements - Fair value hierarchy (Details)
- Fair Value Measurements (Details)
- Fair Value Measurements - Additional Information (Details)
- Fair Value Measurements - Derivative Liability (Details)
- Fair Value Measurements - Level 3 fair value measurement inputs (Details)
- Fair Value Measurements - Working Capital Loan (Details)
- Subsequent Events (Details)
Financial Statements
- CONDENSED CONSOLIDATED BALANCE SHEETS
- CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)
- UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
- UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
- UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Notes to Financial Statements
- Description of Organization, Business Operations and Basis of Presentation
- Summary of Significant Accounting Policies
- Initial Public Offering
- Private Placement
- Related Party Transactions
- Commitments and Contingencies
- Class A Ordinary Shares Subject to Possible Redemption
- Shareholders' Equity (Deficit)
- Derivative Liabilities
- Fair Value Measurements
- Subsequent Events
Accounting Policies
- Summary of Significant Accounting Policies (Policies)
Notes Tables
- Summary of Significant Accounting Policies (as restated) (Tables)
- Class A Ordinary Shares Subject to Possible Redemption (Tables)
- Fair Value Measurements (Tables)
Notes Details
- Description of Organization, Business Operations and Basis of Presentation - Financing (Details)
- Description of Organization, Business Operations and Basis of Presentation - Proposed Business Combination (Details)
- Description of Organization, Business Operations and Basis of Presentation - Liquidity (Details)
- Summary of Significant Accounting Policies (Details)
- Summary of Significant Accounting Policies - Impact on Balance Sheet (Details)
- Summary of Significant Accounting Policies - Impact on Weighted Average Shares and Earnings Per Share (Details)
- Summary of Significant Accounting Policies - Net Income (Loss) Per Ordinary Share (Details)
- Initial Public Offering (Details)
- Private Placement (Details)
- Related Party Transactions - Founder Shares (Details)
- Related Party Transactions - Related Party Loans (Details)
- Related Party Transactions - Additional Information (Details)
- Related Party Transactions - Forward Purchase Agreement (Details)
- Commitments and Contingencies (Details)
- Class A Ordinary Shares Subject to Possible Redemption (Details)
- Shareholders' Equity (Deficit) - Common Stock (Details)
- Shareholders' Equity (Deficit) - Preferred Stock (Details)
- Derivative Liabilities - Warrants (Details)
- Derivative Liabilities - Forward Purchase Agreement (Details)
- Fair Value Measurements - Fair value hierarchy (Details)
- Fair Value Measurements (Details)
- Fair Value Measurements - Additional Information (Details)
- Fair Value Measurements - Derivative Liability (Details)
- Fair Value Measurements - Level 3 fair value measurement inputs (Details)
- Fair Value Measurements - Working Capital Loan (Details)
- Subsequent Events (Details)
Financial Statements
- CONDENSED CONSOLIDATED BALANCE SHEETS
- CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)
- CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
- CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
- CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
- CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Notes to Financial Statements
- DESCRIPTION OF THE BUSINESS
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- DERIVATIVE INSTRUMENTS
- FAIR VALUE OF FINANCIAL INSTRUMENTS
- PROPERTY AND EQUIPMENT - NET
- GOODWILL
- IDENTIFIABLE INTANGIBLE ASSETS - NET
- OTHER ASSETS AND LIABILITIES
- DEBT
- COMMITMENTS AND CONTINGENCIES
- REVENUE
- REDEEMABLE PREFERRED STOCK
- EQUITY-BASED COMPENSATION
- LEASES
- INCOME TAXES
- NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
- SUBSEQUENT EVENTS
Accounting Policies
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Notes Tables
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
- DERIVATIVE INSTRUMENTS (Tables)
- FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)
- PROPERTY AND EQUIPMENT-NET (Tables)
- GOODWILL (Tables)
- IDENTIFIABLE INTANGIBLE ASSETS - NET (Tables)
- OTHER ASSETS AND LIABILITIES (Tables)
- DEBT (Tables)
- COMMITMENTS AND CONTINGENCIES (Tables)
- REVENUE (Tables)
- REDEEMABLE PREFERRED STOCK (Tables)
- LEASES (Tables)
- NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables)
Notes Details
- DESCRIPTION OF THE BUSINESS (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, cash equivalents and restricted cash (Details)
- DERIVATIVE INSTRUMENTS - Fair value amounts of derivative instruments (Details)
- DERIVATIVE INSTRUMENTS (Details)
- FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial instrument assets recorded at fair value (Details)
- FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial instrument assets recorded at fair value (Details)
- FAIR VALUE OF FINANCIAL INSTRUMENTS - Quantitative information associated with the fair value measurements (Details)
- FAIR VALUE OF FINANCIAL INSTRUMENTS - Quantitative information associated with the fair value measurements (Details)
- PROPERTY AND EQUIPMENT - NET (Details)
- PROPERTY AND EQUIPMENT - NET - Narrative (Details)
- GOODWILL - Change in Goodwill (Details)
- IDENTIFIABLE INTANGIBLE ASSETS - NET (Details)
- IDENTIFIABLE INTANGIBLE ASSETS - NET - Amortization (Details)
- OTHER ASSETS AND LIABILITIES (Details)
- DEBT (Details)
- DEBT - Additional information (Details)
- COMMITMENTS AND CONTINGENCIES (Details)
- REVENUE (Details)
- REDEEMABLE PREFERRED STOCK (Details)
- EQUITY-BASED COMPENSATION (Details)
- LEASES - Company's leases (Details)
- LEASES - Maturities of lease liabilities (Details)
- LEASES - Additional information (Details)
- INCOME TAXES (Details)
- NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Details)
Financial Statements
- CONSOLIDATED BALANCE SHEETS
- CONSOLIDATED BALANCE SHEETS (Parenthetical)
- CONSOLIDATED STATEMENTS OF OPERATIONS
- CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
- CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
- CONSOLIDATED STATEMENTS OF CASH FLOWS
Notes to Financial Statements
- DESCRIPTION OF THE BUSINESS
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- DERIVATIVE INSTRUMENTS
- FAIR VALUE OF FINANCIAL INSTRUMENTS
- PROPERTY AND EQUIPMENT - NET
- GOODWILL
- IDENTIFIABLE INTANGIBLE ASSETS - NET
- OTHER ASSETS AND LIABILITIES
- DEBT
- COMMITMENTS AND CONTINGENCIES
- REVENUE
- REDEEMABLE PREFERRED STOCK
- STOCKHOLDERS' DEFICIT
- EQUITY-BASED COMPENSATION
- DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS
- RESTRUCTURING COSTS
- INCOME TAXES
- ACQUISITION
- NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
- SEGMENT AND GEOGRAPHIC INFORMATION
Accounting Policies
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Notes Tables
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
- DERIVATIVE INSTRUMENTS (Tables)
- FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)
- PROPERTY AND EQUIPMENT-NET (Tables)
- GOODWILL (Tables)
- IDENTIFIABLE INTANGIBLE ASSETS - NET (Tables)
- OTHER ASSETS AND LIABILITIES (Tables)
- DEBT (Tables)
- COMMITMENTS AND CONTINGENCIES (Tables)
- REVENUE (Tables)
- REDEEMABLE PREFERRED STOCK (Tables)
- STOCKHOLDERS' DEFICIT (Tables)
- EQUITY-BASED COMPENSATION (Tables)
- RESTRUCTURING COSTS (Tables)
- INCOME TAXES (Tables)
- ACQUISITION (Tables)
- NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables)
- SEGMENT AND GEOGRAPHIC INFORMATION (Tables)
Notes Details
- DESCRIPTION OF THE BUSINESS (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, cash equivalents and restricted cash (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for doubtful accounts (Details)
- DERIVATIVE INSTRUMENTS - Fair value amounts of derivative instruments (Details)
- DERIVATIVE INSTRUMENTS - Foreign Currency Risk (Details)
- DERIVATIVE INSTRUMENTS - Interest Rate Risk (Details)
- FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial instrument assets recorded at fair value (Details)
- FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial instrument assets recorded at fair value (Details)
- FAIR VALUE OF FINANCIAL INSTRUMENTS - Quantitative information associated with the fair value measurements (Details)
- FAIR VALUE OF FINANCIAL INSTRUMENTS - Quantitative information associated with the fair value measurements (Details)
- PROPERTY AND EQUIPMENT - NET (Details)
- PROPERTY AND EQUIPMENT - NET - Narrative (Details)
- GOODWILL - Change in Goodwill (Details)
- GOODWILL (Details)
- IDENTIFIABLE INTANGIBLE ASSETS - NET (Details)
- IDENTIFIABLE INTANGIBLE ASSETS - NET - Amortization (Details)
- OTHER ASSETS AND LIABILITIES (Details)
- DEBT (Details)
- DEBT - Additional information (Details)
- COMMITMENTS AND CONTINGENCIES (Details)
- REVENUE (Details)
- REDEEMABLE PREFERRED STOCK (Details)
- REDEEMABLE PREFERRED STOCK - Additional information (Details)
- STOCKHOLDERS' DEFICIT (Details)
- EQUITY-BASED COMPENSATION - Awards Activity (Details)
- EQUITY-BASED COMPENSATION - Fair Value Assumptions (Details)
- EQUITY-BASED COMPENSATION -Paragraphs (Details)
- DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS (Details)
- RESTRUCTURING COSTS (Details)
- INCOME TAXES - Components of net income (loss) before income taxes (Details)
- INCOME TAXES - Income tax provision (Details)
- INCOME TAXES - Reconciliation between income tax benefit and the expected tax benefit (Details)
- INCOME TAXES - Uncertain Tax Positions (Details)
- INCOME TAXES - Net deferred tax liability (Details)
- INCOME TAXES - Operating loss carryforwards (Details)
- INCOME TAXES - Tax credits (Details)
- ACQUISITION - Description (Details)
- ACQUISITION - Components of fair value of consideration transferred (Details)
- ACQUISITION - Purchase price allocation (Details)
- NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Details)
- SEGMENT AND GEOGRAPHIC INFORMATION - Description (Details)
- SEGMENT AND GEOGRAPHIC INFORMATION - Geographic revenue and tangible assets (Details)
All Reports

Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2022
Document and Entity Information [Abstract]
Document Type	S-1/A
Entity Registrant Name	Getty Images Holdings, Inc.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001898496
Amendment Flag	true
Amendment Description	The files have been amended to account for the updated financial statements and footnotes included in the S-1 Registration Statementmendment.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	May 11, 2020
Current assets:
Prepaid expenses	$ 11,101,000		$ 12,778,000			$ 15,679,000
Total current assets	385,273,000		375,029,000			331,955,000
Total Assets	2,595,043,000		2,578,007,000			2,513,715,000
Current liabilities:
Accounts payable	88,409,000		94,993,000			95,587,000
Accrued expenses	60,627,000		66,569,000			37,059,000
Total current liabilities	325,743,000		346,095,000			303,971,000
Derivative liabilities			13,073,000			31,325,000
Total Liabilities	2,176,140,000		2,191,342,000			2,219,318,000
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.02 and $10.00 per share at June 30, 2022 and December 31, 2021, respectively	723,902,000		685,350,000
Shareholders' Deficit
Ordinary Shares	1,533,000		1,533,000			1,533,000
Additional paid-in capital	898,177,000		933,569,000			998,487,000
Accumulated deficit	(1,141,373,000)		(1,203,440,000)			(1,320,508,000)
Total Shareholders' Deficit	(353,429,000)		(346,741,000)			(367,288,000)
Total Liabilities and Shareholders' Deficit	2,595,043,000		2,578,007,000			2,513,715,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Current assets:
Cash	3,213		290,297			737,786
Prepaid expenses	76,792		243,042			656,869
Total current assets	80,005		533,339			1,394,655
Investments and cash held in Trust Account	829,905,195		828,616,552			828,291,565
Total Assets	829,985,200		829,149,891			829,686,220
Current liabilities:
Accounts payable	17,063		19,442			424,913
Accrued expenses	408,988		34,240			92,860
Accrued expenses - related party	469,100		345,650			100,000
Total current liabilities	895,151		399,332			617,773
Non-current accounts payable and accrued expenses	5,858,989		3,866,806
Working capital loan	1,065,000
Deferred underwriting commissions in connection with the initial public offering	28,980,000		28,980,000			28,980,000
Derivative liabilities	34,408,000		85,875,800			87,356,600
Total Liabilities	71,207,140		119,121,938			116,954,373
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.02 and $10.00 per share at June 30, 2022 and December 31, 2021, respectively			828,000,000			828,000,000
Shareholders' Deficit
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding
Additional paid-in capital
Accumulated deficit	(71,029,705)		(117,974,617)			(115,270,723)
Total Shareholders' Deficit	(71,027,135)	$ (100,952,179)	(117,972,047)	$ (95,686,501)	$ (87,886,410)	(115,268,153)	$ 0
Total Liabilities and Shareholders' Deficit	829,985,200		829,149,891			829,686,220
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Current liabilities:
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.02 and $10.00 per share at June 30, 2022 and December 31, 2021, respectively			828,000,000
Class A common stock subjected to possible redemption \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Current liabilities:
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.02 and $10.00 per share at June 30, 2022 and December 31, 2021, respectively	829,805,195		828,000,000
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Shareholders' Deficit
Ordinary Shares	$ 2,570		$ 2,570			$ 2,570

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 30, 2020
Temporary equity, par value	$ 0.01	$ 0.01
Temporary equity, shares authorized	900,000	900,000
Temporary equity, shares outstanding	715,593	677,484	606,910
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized	185,000,000.0	185,000,000.0	185,000,000.0
Common stock, shares issued	153,600,000	153,549,011	153,539,011
Common stock, shares outstanding	153,300,000	153,313,505	153,303,505
Cik0001812667 Cc Neuberger Principal Holdings Ii
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Temporary equity, par value	$ 0.0001	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	500,000,000	500,000,000
Temporary equity, shares outstanding		82,800,000	82,800,000
Temporary equity, redemption price per share		$ 10.00	$ 10.00
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000	500,000,000
Class A common stock subjected to possible redemption \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding	82,800,000	82,800,000
Temporary equity, redemption price per share	$ 10.02	$ 10.00
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Temporary equity, shares outstanding		2,700,000
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000	50,000,000
Common stock, shares issued	25,700,000	25,700,000	25,700,000	25,700,000
Common stock, shares outstanding	25,700,000	25,700,000	25,700,000	25,700,000

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended				6 Months Ended		8 Months Ended	12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Loss from operations					$ 96,043,000	$ 92,365,000		$ 201,986,000	$ 156,256,000
Other income (expense):
Total other income (expense)					355,000	300,000		$ 612,000	$ 139,000
Net income (loss)					$ 63,802,000	$ 42,269,000
Basic weighted average shares outstanding of ordinary shares					153,321,585	153,303,505		153,305,176	153,303,498
Diluted weighted average shares outstanding of ordinary shares					172,452,848	154,096,346		157,544,818	153,303,498
Basic net income (loss) per ordinary share					$ 0.16	$ 0.05		$ 0.30	$ (0.66)
Diluted net income (loss) per ordinary share					$ 0.14	$ 0.05		$ 0.29	$ (0.66)
Cik0001812667 Cc Neuberger Principal Holdings Ii
General and administrative expenses	$ 1,517,721		$ 801,184		$ 3,791,336	$ 1,094,544	$ 442,331	$ 4,509,681
Loss from operations	(1,517,721)		(801,184)		(3,791,336)	(1,094,544)	(442,331)	(4,509,681)
Other income (expense):
Change in fair value of derivative liabilities	32,166,000		(6,993,600)		51,252,800	20,541,600	(40,117,600)	1,480,800
Financing costs							(1,550,280)
Unrealized gain (loss) on investments held in Trust Account	1,081,960		(5,307)		1,288,643	134,596	291,565	324,987
Total other income (expense)	33,247,960		(6,998,907)		52,541,443	20,676,196	(41,376,315)	1,805,787
Net income (loss)	$ 31,730,239	$ 17,019,868	$ (7,800,091)	$ 27,381,743	$ 48,750,107	$ 19,581,652	$ (41,818,646)	$ (2,703,894)
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Other income (expense):
Basic weighted average shares outstanding of ordinary shares	82,800,000		82,800,000		82,800,000	82,800,000	53,076,923	82,800,000
Diluted weighted average shares outstanding of ordinary shares	82,800,000		82,800,000		82,800,000	82,800,000	53,076,923	82,800,000
Basic net income (loss) per ordinary share	$ 0.29		$ (0.07)		$ 0.45	$ 0.18	$ (0.54)	$ (0.02)
Diluted net income (loss) per ordinary share	$ 0.29		$ (0.07)		$ 0.45	$ 0.18	$ (0.54)	$ (0.02)
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Other income (expense):
Basic weighted average shares outstanding of ordinary shares	25,700,000		25,700,000		25,700,000	25,700,000	24,042,735	25,700,000
Diluted weighted average shares outstanding of ordinary shares	25,700,000		25,700,000		25,700,000	25,700,000	24,042,735	25,700,000
Basic net income (loss) per ordinary share	$ 0.29		$ (0.07)		$ 0.45	$ 0.18	$ (0.54)	$ (0.02)
Diluted net income (loss) per ordinary share	$ 0.29		$ (0.07)		$ 0.45	$ 0.18	$ (0.54)	$ (0.02)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class A Common Stock Cik0001812667 Cc Neuberger Principal Holdings Ii	Class B Common Stock Cik0001812667 Cc Neuberger Principal Holdings Ii	Common Stock	Additional Paid-in Capital Cik0001812667 Cc Neuberger Principal Holdings Ii	Accumulated Deficit Cik0001812667 Cc Neuberger Principal Holdings Ii	Accumulated Deficit	Cik0001812667 Cc Neuberger Principal Holdings Ii	Total
Beginning balance at May. 11, 2020	$ 0	$ 0		$ 0	$ 0		$ 0
Beginning balance (in shares) at May. 11, 2020	0	0
Net income (loss)					(41,818,646)		(41,818,646)
Ending balance at Dec. 31, 2020	$ 0	$ 2,570		0	(115,270,723)		(115,268,153)	$ (367,288,000)
Ending balance (in shares) at Dec. 31, 2020	0	25,700,000	153,303,505
Net income (loss)	$ 0	$ 0		0	27,381,743		27,381,743
Ending balance at Mar. 31, 2021	$ 0	$ 2,570		0	(87,888,980)		(87,886,410)
Ending balance (in shares) at Mar. 31, 2021	0	25,700,000
Beginning balance at Dec. 31, 2020	$ 0	$ 2,570		0	(115,270,723)		(115,268,153)	(367,288,000)
Beginning balance (in shares) at Dec. 31, 2020	0	25,700,000	153,303,505
Net income (loss)						$ 42,128,000	19,581,652	42,269,000
Ending balance at Jun. 30, 2021	$ 0	$ 2,570		0	(95,689,071)		(95,686,501)
Ending balance (in shares) at Jun. 30, 2021	0	25,700,000	153,303,505
Beginning balance at Dec. 31, 2020	$ 0	$ 2,570		0	(115,270,723)		(115,268,153)	(367,288,000)
Beginning balance (in shares) at Dec. 31, 2020	0	25,700,000	153,303,505
Net income (loss)					(2,703,894)		(2,703,894)
Ending balance at Dec. 31, 2021	$ 0	$ 2,570		0	(117,974,617)		(117,972,047)	(346,741,000)
Ending balance (in shares) at Dec. 31, 2021	0	25,700,000	153,313,505
Beginning balance at Mar. 31, 2021	$ 0	$ 2,570		0	(87,888,980)		(87,886,410)
Beginning balance (in shares) at Mar. 31, 2021	0	25,700,000
Net income (loss)	$ 0	$ 0		0	(7,800,091)		(7,800,091)
Ending balance at Jun. 30, 2021	$ 0	$ 2,570		0	(95,689,071)		(95,686,501)
Ending balance (in shares) at Jun. 30, 2021	0	25,700,000	153,303,505
Beginning balance at Dec. 31, 2021	$ 0	$ 2,570		0	(117,974,617)		(117,972,047)	(346,741,000)
Beginning balance (in shares) at Dec. 31, 2021	0	25,700,000	153,313,505
Net income (loss)	$ 0	$ 0		0	17,019,868		17,019,868
Ending balance at Mar. 31, 2022	$ 0	$ 2,570		0	(100,954,749)		(100,952,179)
Ending balance (in shares) at Mar. 31, 2022	0	25,700,000
Beginning balance at Dec. 31, 2021	$ 0	$ 2,570		0	(117,974,617)		(117,972,047)	(346,741,000)
Beginning balance (in shares) at Dec. 31, 2021	0	25,700,000	153,313,505
Net income (loss)						$ 63,427,000	48,750,107	63,802,000
Ending balance at Jun. 30, 2022	$ 0	$ 2,570		0	(71,029,705)		(71,027,135)	(353,429,000)
Ending balance (in shares) at Jun. 30, 2022	0	25,700,000	153,322,880
Beginning balance at Mar. 31, 2022	$ 0	$ 2,570		0	(100,954,749)		(100,952,179)
Beginning balance (in shares) at Mar. 31, 2022	0	25,700,000
Increase in redemption value of Class A ordinary shares subject to possible	$ 0	$ 0		0	(1,805,195)		(1,805,195)
Increase in redemption value of Class A ordinary shares subject to possible (in shares)	0	0
Net income (loss)	$ 0	$ 0		0	31,730,239		31,730,239
Ending balance at Jun. 30, 2022	$ 0	$ 2,570		$ 0	$ (71,029,705)		$ (71,027,135)	$ (353,429,000)
Ending balance (in shares) at Jun. 30, 2022	0	25,700,000	153,322,880

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended		8 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net income			$ 63,802,000	$ 42,269,000		$ 117,397,000	$ (37,375,000)
Changes in operating assets and liabilities:
Accrued expenses			(20,097,000)	3,468,000		18,712,000	(13,443,000)
Net cash used in operating activities			80,304,000	86,969,000		188,890,000	148,463,000
Cash Flows from Investing Activities
Net cash used in investing activities			(32,372,000)	(114,462,000)		(136,926,000)	(53,484,000)
Cash Flows from Financing Activities:
Payment of offering costs			(4,741,000)			(1,851,000)
Net cash provided by financing activities			(9,912,000)	(12,249,000)		(19,265,000)	(52,002,000)
Cash - beginning of the period			191,529,000	161,309,000		161,309,000	118,228,000
Cash - end of the period	$ 218,371,000	$ 121,476,000	218,371,000	121,476,000	$ 161,309,000	191,529,000	161,309,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Cash Flows from Operating Activities:
Net income			48,750,107	19,581,652	(41,818,646)	(2,703,894)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares					5,000
Change in fair value of derivative liabilities	(32,166,000)	6,993,600	(51,252,800)	(20,541,600)	40,117,600	(1,480,800)
Financing costs					1,550,280
Merger expenses paid by sponsor in exchange for working capital loan			560,000	0
Unrealized gain on investments held in Trust Account	(1,081,960)	5,307	(1,288,643)	(134,596)	(291,565)	(324,987)
Changes in operating assets and liabilities:
Prepaid expenses			166,250	172,578	(636,869)	413,827
Accounts payable			(2,379)	21,843	60,325	(405,471)
Accrued expenses			374,748	(90,879)	7,860	(58,620)
Accrued expenses - related party			123,450	120,000	100,000	245,650
Non-current accounts payable and accrued expenses			1,992,183	566,305		3,866,806
Net cash used in operating activities			(577,084)	(304,697)	(906,015)	(447,489)
Cash Flows from Investing Activities
Principal deposited in Trust Account					(828,000,000)
Net cash used in investing activities					(828,000,000)
Cash Flows from Financing Activities:
Proceeds from working capital loan			290,000	0
Repayment of note payable to related parties					(266,737)
Proceeds from private placement					18,560,000
Payment of offering costs					(16,699,462)
Net cash provided by financing activities			290,000	0	829,643,801
Net change in cash			(287,084)	(304,697)	737,786	(447,489)
Cash - beginning of the period			290,297	737,786	0	737,786
Cash - end of the period	$ 3,213	$ 433,089	$ 3,213	$ 433,089	737,786	$ 290,297	$ 737,786
Supplemental disclosure of noncash investing and financing activities:
Prepaid expenses paid in exchange for issuance of Class B ordinary shares to Sponsor					20,000
Offering costs included in accounts payable					364,588
Offering costs included in accrued expenses					85,000
Offering costs paid by Sponsor through note payable					$ 216,737

Description of Organization, Business Operations and Basis of Presentation

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Cik0001812667 Cc Neuberger Principal Holdings Ii

Description of Organization, Business Operations and Basis of Presentation

Note 1 — Description of Organization, Business Operations and Basis of Presentation

CC Neuberger Principal Holdings II (the “Company” or “CCNB”) was incorporated in the Cayman Islands on May 12, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

Getty Business Combination

On December 9, 2021, the Company, Vector Holding, LLC, a Delaware limited liability company and then wholly-owned subsidiary of the Company (“New CCNB” or “Getty Images”), Vector Domestication Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of New CCNB (“Domestication Merger Sub”), Vector Merger Sub 1, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“G Merger Sub 1”), Vector Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“G Merger Sub 2”, and together with the Company, New CCNB, Domestication Merger Sub and G Merger Sub 1, each a “CCNB Party” and, collectively, the “CCNB Parties”), Griffey Global Holdings, Inc., a Delaware corporation (“Griffey Global”), and solely for limited purposes expressly set forth therein, Griffey Investors, L.P., a Delaware limited liability company (the “Partnership”), entered into a definitive business combination agreement (the “Business Combination Agreement”).

The Business Combination Agreement and the transactions contemplated thereby (the “Getty Business Combination”) were approved by the board of directors of each of the Company and Griffey Global.

The Getty Business Combination was consummated on July 22, 2022 (the “Closing Date”) as follows: (a) on the business day prior to the Closing Date, New CCNB converted from a Delaware limited liability company to a Delaware corporation (the “Statutory Conversion”) with a certificate of incorporation that provides for two classes of common stock in a manner consistent with the articles of incorporation of the Company prior to the Statutory Conversion (the “New CCNB Pre-Closing Certificate of Incorporation”), (b) prior to the closing of the Getty Business Combination (the “Closing”), on the Closing Date, the Company merged with and into Domestication Merger Sub, with Domestication Merger Sub surviving (the “Domestication Merger”) as a direct subsidiary of New CCNB and New CCNB will continue as the public company with (i) each Class A ordinary share, par value $0.0001 (each, a “CCNB Class A Ordinary Share”), of the Company converted into the right of the holder thereof to receive one share of Class A common stock, par value $0.0001 (each, a “New CCNB Pre-Closing Class A Share”), of New CCNB, (ii) each Class B ordinary share, par value $0.0001 of the Company was converted into the right of the holder thereof to receive one share of Class B common stock, par value $0.0001 of New CCNB and (iii) each warrant of the Company ceasing to represent a right to acquire the Company Class A Ordinary Shares and instead representing a right to acquire New CCNB Pre-Closing Class A Shares, (c) on the Closing Date, at the Closing and prior to the PIPE Financing (as defined below) and the consummation of the transactions contemplated by the Forward Purchase Agreement (as defined below) and the Backstop Agreement (as defined below), New CCNB amended and restated the New CCNB Pre-Closing Certificate of Incorporation in the form of the New CCNB Certificate of Incorporation to provide for, among other things, Class A common stock, par value $0.0001 per share (the “New CCNB Class A Common Shares”), and Class B common stock, par value $0.0001 per share (the “New CCNB Class B Common Shares”), which New CCNB Class B Common Shares will be subject to stock price based vesting; (d) on the Closing Date, at the Closing and upon the filing of the New CCNB Certificate of Incorporation, the transactions contemplated by the Sponsor Side Letter were consummated, including the conversion of the New CCNB Pre-Closing Class B Common Shares into New CCNB Class A Common Shares and New CCNB Class B Common Shares; (e) on the Closing date, at the Closing and prior to the Getty Mergers (as defined below), New CCNB consummated the PIPE Financing (as defined below) and the transactions contemplated by the Forward Purchase Agreement (as defined below) and the Backstop Agreement (as defined below), and (f) on the Closing Date at the Closing, (i) G Merger Sub 1 merged with and into Griffey Global (the “First Getty Merger”), with Griffey Global surviving as a subsidiary of Domestication Merger Sub and an indirect subsidiary of New CCNB, and (ii) Griffey Global merged with and into G Merger Sub 2 (the “Second Getty Merger” and together with the First Getty Merger, the “Getty Mergers”), with G Merger Sub 2 surviving as a direct subsidiary of Domestication Merger Sub and an indirect subsidiary of New CCNB (the “Final Surviving Company”). In connection with the Closing, New CCNB changed its name to “Getty Images Holdings, Inc.”, which continues as the public company.

Consideration

Under the terms of the Getty Business Combination Agreement, the aggregate consideration paid in the Getty Business Combination is derived from an aggregate transaction equity value of approximately $2.9 billion, apportioned between cash and New CCNB Class A Common Shares, as more specifically set forth therein (and which account for the value of Griffey Global’s vested options). In addition to the consideration paid at Closing, New CCNB will issue to equityholders of Griffey Global an aggregate of up to 65,000,000 New CCNB Class A Common Shares, issuable upon and subject to the occurrence of the applicable vesting events, as more specifically set forth therein. Each option to purchase shares of Griffey Global (whether vested or unvested) was converted into a comparable option to purchase New CCNB Class A Common Shares, pursuant to a market-based equity incentive plan prepared by CCNB and Griffey Global prior to the closing date.

Concurrent with the execution of the Getty Business Combination Agreement, CCNB and New CCNB entered into Subscription Agreements (the “PIPE Subscription Agreements”) with CC Neuberger Principal Holdings II Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and Getty Investments L.L.C. (“Getty Investments”). Additionally, on December 28, 2021, CCNB and New CCNB entered into the Permitted Equity Subscription Agreement with Multiply Group (the “Permitted Equity Subscription Agreement”). On July 22, 2022, Getty Investments entered into an additional subscription agreement with New CCNB (the “Additional Getty Subscription Agreement”). Pursuant to the PIPE Subscription Agreements, the Permitted Equity Subscription Agreement and the Additional Getty Subscription Agreement, on the Closing Date, the Sponsor, Getty Investments and Multiply Group subscribed for and purchased, and CCNB and New CCNB issued and sold to such investors, an aggregate of 36,000,000 New CCNB Class A Common Shares for a purchase price of $10.00 per share, for aggregate gross proceeds of $360,000,000 (the “PIPE Financing”).

Forward Purchase Agreement and Backstop Agreement

In connection with the signing of the Getty Business Combination Agreement, New CCNB, the Company, and Neuberger Berman Opportunistic Capital Solutions Master Fund LP, a Cayman Islands exempted limited partnership (“NBOKS”) entered into a side letter to (a) that certain Forward Purchase Agreement (the “Forward Purchase Agreement”), pursuant to which, among other things, NBOKS confirmed the allocation to the Company of $200,000,000 under the Forward Purchase Agreement and its agreement to, at Closing, subscribe for 20,000,000 New CCNB Class A Common Shares, and 3,750,000 Forward Purchase Warrants (as defined therein) and (b) certain Backstop Facility Agreement (the “Backstop Agreement”) whereby NBOKS agreed to, subject to the availability of capital it has committed to all special purpose acquisition companies sponsored by CC Capital Partners, LLC and NBOKS on a first come first serve basis and the other terms and conditions included therein, at Closing, subscribe for New CCNB Class A Common Shares to fund redemptions by shareholders of the Company in connection with the Getty Business Combination in an amount of up to $300,000,000 (clauses “(a)” and “(b),” collectively, the “NBOKS Side Letter”), which NBOKS Side Letter provides for the assignment of the Company’s obligations under the Forward Purchase Agreement and the Backstop Agreement to New CCNB to facilitate the Getty Business Combination.

On the Closing Date, New CCNB completed the issuance and sale of 20,000,000 New CCNB Class A Common Shares and 3,750,000 Forward Purchase Warrants to NBOKS for an aggregate purchase price of $200,000,000, in connection with the Forward Purchase Agreement, as amended by that certain side letter entered into by New CCNB, CCNB and NBOKS (the “NBOKS Side Letter”). On the Closing Date, NBOKS subscribed for 30,000,000 shares of New CCNB Class A Common Shares, for a purchase price of $10.00 per share and aggregate purchase price of $300,000,000, pursuant to the Backstop Agreement, as amended by the NBOKS Side Letter.

Prior to Getty Business Combination

All activity for the period from May 12, 2020 (inception) through June 30, 2022 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company has selected December 31 as its fiscal year end. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and investments from the proceeds derived from the Initial Public Offering.

The Company’s sponsor is CC Neuberger Principal Holdings II Sponsor LLC, a Delaware limited liability company. The registration statement for the Initial Public Offering became effective on July 30, 2020. On August 4, 2020, the Company consummated the Initial Public Offering of 82,800,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), including the issuance of 10,800,000 Units as a result of the underwriters’ exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $828.0 million, and incurring offering costs of approximately $46.3 million, inclusive of approximately $29.0 million in deferred underwriting commissions (Note 6).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 18,560,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s Sponsor, generating gross proceeds to the Company of approximately $18.6 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $828.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants were placed in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be 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 (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The condensed consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 1, 2022.

Risk and Uncertainties

and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Going Concern

As of June 30, 2022, the Company had approximately $3,000 in its operating bank account and negative working capital of approximately $815,000.

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, and a loan of approximately $267,000 pursuant to the Note issued to the Sponsor (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on September 10, 2020. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 5). On January 7, 2022, the Company issued an unsecured promissory note in the principal amount of $800,000 to the Sponsor as a Working Capital Loan (see Note 5). On May 18, 2022, the Company issued an additional unsecured promissory note in the principal amount of $50,000 to the Sponsor as a Working Capital Loan (see Note 5).

In connection with the Company's assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that if the Company is unable to complete a Business Combination by August 4, 2022, then the Company will cease all operations except for the purpose of liquidating. The Company consummated the Business Combination on the Closing Date, prior to the mandatory liquidation date of August 4, 2022, and as such the ability of company formerly known as CC Neuberger Principal Holdings II to continue as a going concern is no longer applicable. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 4, 2022.

Note 1 — Description of Organization, Business Operations and Basis of Presentation

CC Neuberger Principal Holdings II (the “Company”) is a newly incorporated blank check company incorporated in the Cayman Islands on May 12, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet selected (“Business Combination”). The Company may pursue a Business Combination in any industry or sector.

At December 31, 2021, the Company had not yet commenced operations. All activity for the period from May 12, 2020 (inception) through December 31, 2021 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company has selected December 31 as its fiscal year end. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and investments from the proceeds derived from the Initial Public Offering.

The Company’s sponsor is CC Neuberger Principal Holdings II Sponsor LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Initial Public Offering became effective on July 30, 2020. On August 4, 2020, the Company consummated the Initial Public Offering of 82,800,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), including the issuance of 10,800,000 Units as a result of the underwriters’ exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $828.0 million, and incurring offering costs of approximately $46.3 million, inclusive of approximately $29.0 million in deferred underwriting commissions (Note 6).

Upon the closing of the Initial Public Offering and the Private Placement, $828.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants were placed in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company will provide its holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity" ("ASC 480"). In such case, the

Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirement, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to the Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.

Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, executive officers, and directors will have agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or August 4, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Company’s Amended and Restated Memorandum and Articles of Association provides that, if the Company winds up for any other reason prior to the consummation of the initial Business Combination, the Company will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than 10 business days thereafter, subject to applicable Cayman Islands law.

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable).

The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such

distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per Public Share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Proposed Business Combination

On December 9, 2021 (the “Effective Date”), the Company, Vector Holding, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“New CCNB”), Vector Domestication Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of New CCNB (“Domestication Merger Sub”), Vector Merger Sub 1, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“G Merger Sub 1”), Vector Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“G Merger Sub 2”, and together with the Company, New CCNB, Domestication Merger Sub and G Merger Sub 1, each a “CCNB Party” and, collectively, the “CCNB Parties”), Griffey Global Holdings, Inc., a Delaware corporation (“Griffey Global”), and solely for limited purposes expressly set forth therein, Griffey Investors, L.P., a Delaware limited liability company, (the “Partnership”), entered into a definitive business combination agreement (the “Business Combination Agreement”).

The Business Combination Agreement and the transactions contemplated thereby (the “Business Combination”) were approved by the board of directors of each of the Company and Griffey Global.

The Business Combination Agreement provides for the Business Combination, which includes, among other things, the consummation of the following transactions: (a) on the business day prior to the closing date, New CCNB will convert from a Delaware limited liability company to a Delaware corporation (the “Statutory Conversion”) with a certificate of incorporation which provides for two classes of common stock in a manner consistent with the articles of incorporation of the Company prior to the Statutory Conversion (the “New CCNB Pre-Closing Certificate of Incorporation”), (b) prior to the closing of the Business Combination (the “Closing”), on the closing date, the Company will merge with and into Domestication Merger Sub, with Domestication Merger Sub surviving (the “Domestication Merger”) as a direct subsidiary of New CCNB and New CCNB will continue as the public company with (i) each Class A ordinary share, par value $0.0001 (each, a “CCNB Class A Ordinary Share”), of the Company being converted into the right of the holder thereof to receive one share of Class A common stock, par value $0.0001 (each, a “New CCNB Pre-Closing Class A Share”), of New CCNB, (ii) each Class B ordinary share, par value $0.0001 of the Company being converted into the right of the holder thereof to receive one share of Class B common stock, par value $0.0001 of New CCNB and (iii) each warrant of the Company ceasing to represent a right to acquire the Company Class A Ordinary Shares and instead representing a right to acquire New CCNB Pre-Closing Class A Shares, (c) on the Closing Date, at the Closing and prior to the PIPE Financing (as defined below) and the consummation of the transactions contemplated by the Forward Purchase Agreement (as defined below) and the Backstop Agreement (as defined below), if applicable, New CCNB will amend and restate the New CCNB Pre-Closing Certificate of Incorporation in the form of the New CCNB Certificate of Incorporation to provide for, among other things, Class A common stock, par value $0.0001 per share (the “New CCNB Class A Common Shares”), and Class B common stock, par value $0.0001 per share (the “New CCNB Class B Common Shares”), which New CCNB Class B Common Shares will be subject to stock price based vesting; (d) on the closing date, at the Closing and contingent upon the filing of the New CCNB Certificate of Incorporation, the transactions contemplated by the Sponsor Side Letter will be consummated, including the conversion of the New CCNB Pre-Closing Class B Common Shares into New CCNB Class A Common Shares and New CCNB Class B Common Shares; (e) on the closing date, at the Closing and prior to the Getty Mergers (as defined below), New CCNB will consummate the PIPE

Financing (as defined below) and the transactions contemplated by the Forward Purchase Agreement (as defined below) and the Backstop Agreement (as defined below), if applicable, and (f) on the closing date at the Closing, (i) G Merger Sub 1 will merge with and into Griffey Global (the “First Getty Merger”), with Griffey Global surviving as a subsidiary of Domestication Merger Sub and an indirect subsidiary of New CCNB, and (ii) Griffey Global will merge with and into G Merger Sub 2 (the “Second Getty Merger” and together with the First Getty Merger, the “Getty Mergers”), with G Merger Sub 2 surviving as a direct subsidiary of Domestication Merger Sub and an indirect subsidiary of New CCNB (the “Final Surviving Company”). In connection with the Closing, New CCNB will change its name to “Getty Images Holdings, Inc.”, which will continue as the public company following the consummation of the Business Combination.

Consideration

Under the terms of the Business Combination Agreement, the aggregate consideration to be paid in the Business Combination is derived from an aggregate transaction equity value of $2,912,000,000, apportioned between cash and New CCNB Class A Common Shares, as more specifically set forth therein (and which account for the value of Griffey Globals’s vested options). In addition to the consideration to be paid at Closing, New CCNB will issue to equityholders of Griffey Global an aggregate of up to 65,000,000 New CCNB Class A Common Shares, issuable upon and subject to the occurrence of the applicable vesting events, as more specifically set forth therein. Each option to purchase shares of Griffey Global (whether vested or unvested) will be converted into a comparable option to purchase New CCNB Class A Common Shares, pursuant to a market-based equity incentive plan prepared by CCNB and the Griffey Global prior to the closing date.

In connection with the signing of the Business Combination Agreement, the Company and New CCNB entered into subscription agreements (the “Subscription Agreements”) with the Sponsor and Getty Investments, L.L.C, current equityholders of the Company or Griffey Global, respectively (collectively, the “PIPE Investors”).

Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Company and New CCNB agreed to issue and sell to such investors, on the closing date, an aggregate of 15,000,000 New CCNB Class A Common Shares for a purchase price of $10.00 per share, for aggregate gross proceeds of $150,000,000 (the “PIPE Financing”).

The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that New CCNB will grant the PIPE Investors in the PIPE Financing certain customary registration rights.

Forward Purchase Agreement and Backstop Agreement

In connection with the signing of the Business Combination Agreement, New CCNB, the Company, and NBOKS entered into a side letter to (a) that certain Forward Purchase Agreement (the “Forward Purchase Agreement”), pursuant to which, among other things, NBOKS confirmed the allocation to New CCNB of $200,000,000 under the Forward Purchase Agreement and its agreement to, at Closing, subscribe for 20,000,000 New CCNB Class A Common Shares, and 3,750,000 Forward Purchase Warrants (as defined therein) and (b) certain Backstop Facility Agreement (the “Backstop Agreement”) whereby NBOKS agreed to, subject to the availability of capital it has committed to all special purpose acquisition companies sponsored by CC Capital Partners, LLC and NBOKS on a first come first serve basis and the other terms and conditions included therein, at Closing, subscribe for New CCNB Class A Common Shares to fund redemptions by shareholders of the Company in connection with the Business Combination in an amount of up to $300,000,000 (clauses “(a)” and “(b),” collectively, the “NBOKS Side Letter”), which NBOKS Side Letter provides for the assignment of the Company’s obligations under the Forward Purchase Agreement and the Backstop Agreement to New CCNB to facilitate the Business Combination.

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

Risk and Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an Initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an Initial Business Combination in a timely manner. The Company’s ability to consummate an Initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

Going Concern

As of December 31, 2021, the Company had approximately $290,000 in its operating bank account and working capital of approximately $134,000.

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, and a loan of approximately $267,000 pursuant to the Note issued to the Sponsor (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on September 10, 2020. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan (see Note 2). On January 7, 2022, the Company issued an unsecured promissory note in the principal amount of $800,000 to the Sponsor as a Working Capital Loan (see Note 11).

In connection with the Company's assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that if the Company is unable to complete a Business Combination by August 4, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company's working capital deficit raise substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 4, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by August 4, 2022.

Summary of Significant Accounting Policies

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — These unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with the generally accepted accounting principles in the United States (“U.S. GAAP”) for interim reporting. Certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited financial statements. Accordingly, the unaudited financial statements should be read in connection with the Company’s audited financial statements and related notes as of December 31, 2021 and 2020 and for the two years ended December 31, 2021 and 2020. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The accompanying unaudited interim financial statements, in the opinion of management, include all normal and recurring adjustments necessary for a fair presentation of the Company’s unaudited financial statements for the periods presented.

The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the fiscal year ended December 31, 2022 or for any other future annual or interim period.

The accompanying unaudited financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Deferred Offering Costs — The Company has capitalized direct and incremental qualified legal, accounting and direct costs related to its proposed equity offering and merger with CCNB. Deferred offering costs are included in other assets on the balance sheets and were be deferred until the completion of the equity offering and merger with CCNB, (which was effective July 22, 2022) at which time they were deducted from the combined companies’ additional paid-in capital. As of June 30, 2022, $8.2 million of deferred offering costs were capitalized.

Contingent Consideration — The Company records a liability for contingent consideration at the date of a business combination and reassesses the fair value of the liability each period until it is settled. Upon settlement of these liabilities, the portion of the contingent consideration payment that is attributable to the initial amount recorded as part of the business combination will be classified as a cash flow from financing activities and the portion of the settlement that is attributable to subsequent changes in the fair value of the contingent consideration will be classified as a cash flow from operating activities in the Condensed Consolidated Statement of Cash Flows.

Estimates and Assumptions — The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses reported during the period. Some of the estimates and assumptions that require the most difficult judgments are: a) the appropriateness of the valuation and useful lives of intangibles and other long-lived assets; b) the appropriateness of the amount of accrued income taxes, including the potential outcome of future tax consequences of events that have been recognized in the condensed consolidated financial statements as well as the deferred tax asset valuation allowances; c) the sufficiency of the allowance for doubtful accounts; d) the assumptions used to value equity-based compensation arrangements; e) the assumptions used to allocate transaction price to multiple performance obligations for uncapped subscription arrangements; f) the assumptions used to estimate unused capped subscription-based and credit-based products; and g) the assumptions used to estimate the Contingent Consideration. These judgments are inherently uncertain which directly impacts their valuation and accounting. Actual results and outcomes may differ from management’s estimates and assumptions.

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of June 30, 2022 and December 31, 2021 (in thousands):


	As of June 30, 2022		As of December 31, 2021
Cash and cash equivalents	$	213,803	$	186,301
Restricted cash		4,568		5,228
Total cash, cash equivalents and restricted cash	$	218,371	$	191,529

Cash equivalents are short-term, highly liquid investments that are both readily convertible to cash and have maturities at the date of acquisition of three months or less. Cash equivalents are generally composed of investment-grade debt instruments subject to lower levels of credit risk, including certificates of deposit and money market funds. The Company’s current cash and cash equivalents consist primarily of cash on hand, bank deposits, and money market accounts.

Restricted cash consists of cash held as collateral related to corporate credit cards and real estate lease obligations.

Accounts Receivable — Net — Accounts receivable are trade receivables, net of reserves for allowances for doubtful accounts totaling $6.1 million as of June 30, 2022 and $5.9 million as of December 31, 2021. During the six months ended June 30, 2022 and June 30, 2021, the Company recorded net bad debt expense of $0.8 million and $0.3 million, respectively.

Allowance for doubtful accounts is calculated based on historical losses, existing economic conditions, and analysis of specific older account balances of customer and delegate accounts. Trade receivables are written off when collection efforts have been exhausted.

Minority Investment without Readily Determinable Fair Value — The Company purchased a minority investment in another company during the six months ending June 30, 2022. The cost of that investment was $2.0 million. The carrying amount of the minority investments, which is included within “Other long-term assets” on the Condensed Consolidated Balance Sheets, was $9.4 million and $8.1 million as June 30, 2022 and December 31, 2021, respectively. The Company uses the measurement alternative for these equity investments and their carrying value is reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments. Revenue related to content consumed by the minority investees was not material during the six months ended June 30, 2022 and June 30, 2021.

On a quarterly basis, the Company evaluates the carrying value of its long-term investments for impairment, which includes an assessment of revenue growth, earnings performance, working capital and general market conditions. As of June 30, 2022, no adjustments to the carrying values of the Company’s long-term investments were identified as a result of this assessment. Changes in performance negatively impacting operating results and cash flows of these investments could result in the Company recording an impairment charge in future periods.

Revenue Recognition — Revenue is derived principally from licensing rights to use images, video footage and music that are delivered digitally over the internet. Digital content licenses are generally purchased on a monthly or annual subscription basis, whereby a customer either pays for a predetermined quantity of content or for access to the Company’s content library that may be downloaded over a specific period of time, or, on a transactional basis, whereby a customer pays for individual content licenses at the time of download. Also, a significant portion of revenue is generated through the sale and subsequent use of credits. Various amounts of credits are required to license digital content.

The Company maintains a credit department that sets and monitors credit policies that establish credit limits and ascertains customer creditworthiness, thus reducing the risk of potential credit loss. Revenue is not recognized unless it is determined that collectability is reasonably assured. Revenue is recorded at invoiced amounts (including discounts and applicable sales taxes) less an allowance for sales returns, which is based on historical information. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms.

The Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when a performance obligation is satisfied.

For digital content licenses, the Company recognizes revenue on both its capped subscription-based, credit-based sales and single image licenses when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for capped subscription-based and credit-based products and recognizes the revenue associated with the unused licenses throughout the subscription or credit period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products.

For uncapped digital content subscriptions, the Company has determined that access to the existing content library and future digital content updates represent two separate performance obligations. As such, a portion of the total contract consideration related to access to the existing content library is recognized as revenue at the commencement of the contract when control of the content library is transferred. The remaining contractual consideration is recognized as revenue ratably over the term of the contract when updated digital content is transferred to the licensee, in line with when the control of the new content is transferred.

Leases — The Company records rent expense on a straight-line basis over the term of the related lease. Prior to the adoption of ASU 2016-02, “Leases (Topic 842)”, as amended (“ASC 842”), the difference between the rent expense recognized and the actual payments made in accordance with the operating lease agreement was recognized as a deferred rent liability on the Company’s balance sheet. As of December 31, 2021, the Company had deferred rent of $8.3 million, which is included in “Accrued liabilities” and “Other long-term liabilities” in the Condensed Consolidated Balance Sheet.

Effective January 1, 2022, the Company adopted ASC 842. In accordance with ASC 842, the Company first determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception. This standard requires the recognition of right-of-use (“ROU”) assets and lease liabilities for the Company’s operating leases. For contracts with lease and non-lease components, the Company has elected not to allocate the contract consideration, and to account for the lease and non-lease components as a single lease component. The Company has also elected not to recognize a lease liability or ROU asset for leases with a term of 12 months or less, and recognize lease payments for those short-term leases on a straight-line basis over the lease term in the Condensed Consolidated Statements of Operations. Operating leases are included in “Right of use assets”, “Accrued liabilities” and “Lease liabilities” (net of current portion) in the Condensed Consolidated Balance Sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments under the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within the Company’s leases is generally not determinable and therefore the incremental borrowing rate at the lease commencement date is utilized to determine the present value of lease payments. The determination of the incremental borrowing rate requires judgment. Management determines the incremental borrowing rate for each lease using the Company’s estimated borrowing rate, adjusted for various factors including level of collateralization, term and currency to align with the terms of the lease. The ROU asset also includes any lease prepayments, offset by lease incentives. Certain of the Company’s leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when the Company is reasonably certain that the option

will be exercised. An option to terminate is considered unless the Company is reasonably certain the option will not be exercised. The ROU assets are reviewed for impairment with the Company’s long-lived assets

Recently Adopted Accounting Standard Updates — In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”). ASU 2016-02 amends the accounting for leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than twelve months, in addition to those currently recorded, on the Condensed Consolidated Balance Sheets. Presentation of leases within the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows will be generally consistent with the current lease accounting guidance. The Company adopted the new standard as of January 1, 2022 using the modified retrospective transition method and will elect the package of practical expedients permitted under the transition guidance, which allows a carryforward of the historical lease classification. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The election of the hindsight practical expedient did not alter the lease terms for any of the existing leases. Upon adoption of this standard on January 1, 2022, the Company recognized a total lease liability in the amount of $61.3 million, representing the present value of the minimum rental payments remaining as of the adoption date, a right-of-use asset in the amount of $53.1 million with offsets to deferred rent of $8.3 million.

In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740)” (“ASU 2019-12”), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted ASU 2019-12, effective January 1, 2022. The adoption of this standard did not have a material impact on the consolidated financial statements.

Recently Issued Accounting Standard Updates — In June 2016, the FASB issued ASU 2016-13 (Topic 326), “Financial Instruments — Credit Losses” (“ASU 2016-13”). ASU 2016-13 changes how to recognize expected credit losses on financial assets. The standard requires more timely recognition of credit losses on loans and other financial assets and also provides additional transparency about credit risk. The current credit loss standard generally requires that a loss actually be incurred before it is recognized, while the new standard will require recognition of full lifetime expected losses upon initial recognition of the financial instrument. The effective date of ASU 2016-13 for non-public companies is fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2016-13 on its financial statements for future periods and had not elected early adoption.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Principles — The consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

Estimates and Assumptions — The preparation of consolidated financial statements in conformity with U.S. GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses reported during the period. Some of the estimates and assumptions that require the most difficult judgments are: a) the appropriateness of the valuation and useful lives of intangibles and other long-lived assets; b) the appropriateness of the amount of accrued income taxes, including the potential outcome of future tax consequences of events that have been recognized in the consolidated financial statements as well as the deferred tax asset valuation allowances; c) the sufficiency of the allowance for doubtful accounts; d) the assumptions used to value equity-based compensation arrangements; e) the assumptions used to allocate transaction price to multiple performance obligations for uncapped subscription arrangements; f) the assumptions used to estimate unused capped subscription- based and credit-based products and g) the assumptions used to estimate the Contingent Consideration. These judgments are inherently uncertain which directly impacts their valuation and accounting. Actual results and outcomes may differ from management’s estimates and assumptions.

Principles of Consolidation — The consolidated financial statements and notes thereto include the accounts of Griffey Holdings and its subsidiaries. Equity investments in which the Company exercises significant influence, but does not control and is not the primary beneficiary of, are accounted for using the equity method. Significant accounts and transactions between consolidated entities have been eliminated. Intercompany transactions and balances have been eliminated in consolidation.

Noncontrolling Interest — The Company’s noncontrolling interest represents the minority stockholder’s ownership interest related to the Company’s subsidiary, Getty SEA. The Company reports its non-controlling interest in subsidiary as a separate component of stockholders’ deficit in the Consolidated Balance Sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common stockholders on the face of the Consolidated Statements of Operations. The Company’s equity interest in Getty SEA is 50% and the non-controlling stockholder’s interest is 50%. Net Income or Loss from this subsidiary is allocated based upon these ownership interests. This is reflected in the Consolidated Statements of Redeemable Preferred Stock and Stockholders’ Deficit as “Noncontrolling interest”.

Net Income (Loss) Per Share Attributable to Common Stockholders — Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. Net income (loss) available to common stockholders represents net loss attributable to common stockholders adjusted by (i) the Redeemable Preferred Stock dividend (ii) changes in the redemption value of the Redeemable Preferred Stock and (iii) the allocation of income or losses to the noncontrolling interest.

Diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since the effect of potentially dilutive securities is anti-dilutive given the net loss of the Company. Diluted net income per share is computed by dividing the net income attributable to common stockholders by the weighted average common shares outstanding and all potential common shares, if they are dilutive.

Foreign Currencies — Assets and liabilities for subsidiaries with functional currencies other than the U.S. dollar are recorded in foreign currencies and translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are charged or credited to “Other comprehensive income (loss)” (“OCI”), as a separate component of stockholders’ deficit. Transaction gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in “Foreign exchange gains (losses) — net” in the Consolidated Statements of Operations. For the years ended December 31, 2021 and 2020 the Company recognized net foreign currency transaction gain of $36.4 million and net loss of $45.1 million, respectively.

Derivative Instruments — The Company uses derivative instruments to manage exposures to foreign currency and interest rate risks. The objectives for holding derivatives include reducing or eliminating the economic impact of these exposures. Derivative instruments are recorded as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and whether the instrument is designated as a hedge for accounting purposes. For a derivative instrument designated as a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of OCI and is subsequently recognized in earnings when the hedged exposure affects earnings. The ineffective portion of the gain or loss is recognized in earnings. For derivative instruments designated as either fair value or cash flow hedges, changes in the time value are excluded from the assessment of hedge effectiveness and are recognized in earnings. Gains and losses from changes in fair values of derivatives that are not designated as hedges for accounting purposes are recognized in “Fair value adjustment for swaps and foreign currency exchange contracts — net” in the Consolidated Statements of Operations. As of December 31, 2021 and 2020 the Company did not have any derivatives designated as hedging instruments as defined by the derivative instruments and hedging activities accounting guidance. See “Note 3 — Derivative Instruments” for further information.

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of December 31, 2021 and 2020 (in thousands):


	As of December 31,
	2021		2020
Cash and cash equivalents	$	186,301	$	156,478
Restricted cash		5,228		4,831
Total cash, cash equivalents and restricted cash	$	191,529	$	161,309

Restricted cash primarily consists of cash held as collateral related to corporate credit cards and real estate lease obligations.

Fair Value Measurements — The Company records its financial assets and liabilities at fair value. Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of nonperformance risk including the Company’s own credit risk.

The three-tier fair value hierarchy prioritizes the inputs used in the valuation methodologies. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Valuations based on unobservable inputs reflecting management’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Contingent Consideration — The Company records a liability for contingent consideration at the date of a business combination and reassesses the fair value of the liability each period until it is settled. Changes in the liability are recognized in “Other operating expense — net” in the Consolidated Statements of Operations. Upon settlement of these liabilities, the portion of the contingent consideration payment that is attributable to the initial amount recorded as part of the business combination will be classified as a cash flow from financing activities and the portion of the settlement that is attributable to subsequent changes in the fair value of the contingent consideration is classified as a cash flow from operating activities in the Consolidated Statement of Cash Flows.

Accounts Receivable — Net — Accounts receivable are trade receivables, net of reserves for allowances for doubtful accounts totaling $5.9 million and $7.8 million as of December 31, 2021 and 2020, respectively.

Allowance for doubtful accounts changed as follows during the years presented (in thousands):


	Year Ended December 31,
	2021		2020
Beginning of year	$	7,773	$	7,843
Provision		750		2,002
Deductions		(2,577)		(2,072)
End of year	$	5,946	$	7,773

Deductions represent balances written off, net of amounts recovered that had previously been written off, and the effect of exchange rate fluctuations.

Property and Equipment — Net — Property and equipment are stated at cost, net of accumulated depreciation. Contemporary and archival imagery consists of costs to acquire imagery from third parties and internal and external costs incurred in creating imagery, including identification of marketable subject matter, art direction, digitization, mastering and the assignment of search terms, and other pertinent information to each image. Computer software developed for internal use consists of internal and external costs incurred during the application development stage of software development (except for training costs) and costs of upgrades or enhancements that result in additional software functionality. Costs incurred during the web application, infrastructure, graphics and content development stages of website development are also capitalized and included within computer software developed for internal use. Expenditures that extend the life, increase the capacity or improve the efficiency of property and equipment are capitalized, while expenditures for repairs and maintenance are expensed as incurred.

Depreciation is recognized on a straight-line basis over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the remaining original term of the lease or the estimated life of the related asset.

Minority Investment without Readily Determinable Fair Value — During the year ended December 31, 2020, the Company recorded a $8.5 million cash purchase price for a minority stake in a privately held, web- based media producer to whom the Company provided content in 2021 and 2020. The carrying amount of the minority investment, which is included within “Other long-term assets” on the Consolidated Balance Sheets, was $8.1 million and $8.5 million as December 31, 2021 and 2020, respectively. Revenue related to content consumed by the minority investee was not material for any of the years ended December 31, 2021 or 2020.

The Company has elected to measure this equity security, without a readily determinable fair value, to its estimated fair value at cost minus impairment, if any, plus or minus any changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issue. This investment is a holding in a privately held media company that is not exchange traded and therefore not supported with observable market prices. The Company periodically evaluates the carrying value of the minority investment, or when events and circumstances indicate that the carrying amount of an asset may not be recovered.

Goodwill — The Company evaluates goodwill for impairment annually or more frequently when an event occurs, or circumstances change that indicate the carrying value of the one reporting unit may not be recoverable. Circumstances that could indicate impairment and require impairment tests more frequently than annually include: significant adverse changes in legal factors or market and economic conditions, a significant decline in the financial results of the Company’s operations, significant changes in strategic plans, adverse actions by regulators, unanticipated changes in competition and market share, or a planned disposition of a

significant portion of the business. Management performs the annual goodwill impairment analysis as of October 1 each year. The Company’s 2021 and 2020 goodwill impairment analyses did not result in an impairment charge. As circumstances change, it is possible that future goodwill impairment analysis could result in goodwill impairments, which would be included in the calculation of income or loss from operations.

Identifiable Intangible Assets — Identifiable intangible assets are assets that do not have physical representation but that arise from contractual or other legal rights or are capable of being separated or divided from the Company and sold, transferred, licensed, rented or exchanged. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives, unless such life is determined to be indefinite. The remaining useful lives of identifiable intangible assets are reassessed each reporting period to determine whether events and circumstances warrant revisions to the remaining periods of amortization. Potential impairment of identifiable intangible assets is evaluated annually or whenever circumstances indicate that the carrying value may not be recoverable through projected discounted or undiscounted cash flows expected to be generated by the asset.

Loans Receivable — Loans are stated at unpaid principal balances less any allowance for loan losses. Interest is recognized over the term of the loan and is calculated using the compound interest method. Management considers a loan impaired when, based on current information or factors, it is probable that the principal and interest payment will not be collected according to the loan agreement. The Company did not recognize any loan impairment charges during the years ended December 31, 2021 or 2020.

Leases — The Company leases facilities and equipment through operating leases. Operating lease rentals are charged to “Selling, general and administrative expenses” in the Consolidated Statements of Operations on a straight-line basis over the original term of each lease. The leases typically contain rent escalation clauses whereby the amount paid by the Company to the lessors increases each year, while some provide rent holidays, tenant improvement allowances and stated renewal options. None of the Company’s leases contain contingent rentals. Rent escalation causes a difference each year between the amount charged to rent expense on a straight-line basis and the amount paid by the Company to the lessors. This difference is recorded to “Accrued expenses” (the current portion) and “Other long-term liabilities” (the long-term portion) in the Company’s Consolidated Balance Sheets. Such accruals typically increase during the early portions of the lease terms and are reduced during the later portions resulting in ratable recognition of lease expense. Rent holidays and tenant improvement allowances are similarly recognized in rent expense on a straight-line basis over the original term of each lease. Rent expense was $11.8 million for each the years ended December 31, 2021 and 2020. See “Note 10 — Commitments and Contingencies” for future minimum payments under operating leases and future minimum receipts under subleases.

The Company subleases certain leased facilities that are not currently used for operations. An accrued liability for losses on leased properties is created when the Company vacates a leased space before the end of the lease term to the extent such a loss exceeds the amount of the sublease rentals that could be reasonably obtained for the property. For the years ended December 31, 2021 and 2020 sublease receipts were $4.5 million and $4.3 million, respectively.

Deferred Offering Costs — The Company has capitalized direct and incremental qualified legal, accounting and direct costs related to its proposed equity offering and merger with CC Neuberger Principal Holdings II, a Cayman Island except company (“CCNB”). Deferred offering costs are included in “Other current assets” on the Consolidated Balance Sheets and will be deferred until the completion of the equity offering and merger with CCNB, at which time they will be deducted from the combined companies’ additional paid-in capital. If the Company terminates its planned equity offering and merger or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses. As of December 31, 2021, $3.9 million of deferred offering costs were capitalized. There were no such costs capitalized as of December 31, 2020.

Related-Party Transactions — The Company has paid annual management fees to Getty Investments, LLC in the amount of $1.5 million and $1.3 million for the years ended December 31, 2021 and 2020, respectively. These costs are included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. Getty Investments, LLC is the majority partner in Griffey Investors, LP (the “Parent”).

On June 15, 2016, Getty Images SEA Holdings Co., Limited (“Getty SEA”), a subsidiary of Getty Images, entered into various agreements with Visual China Group Holding Limited (“VCG”). As part of those agreements, Getty SEA issued $24.0 million in an unsecured note receivable to VCG. This note receivable bears interest at 2.5% per annum with an August 18, 2036 due date. VCG is also a minority interest stockholder of Getty SEA. As of December 31, 2021 and 2020 this unsecured note receivable is included in “Other long-term assets” in the Consolidated Balance Sheets.

Restructuring Costs — Restructuring costs consist of lease loss expenses and employee termination costs. The primary reasons the Company will vacate a leased space early are: consolidation of office space, decisions to move from one location to a more suitable location, and closure of excess space acquired in a business combination. An accrued liability for lease loss expenses is initially measured at fair value, based on a best estimate of the remaining lease payments due under the lease plus other costs, less any estimated sublease income, and then discounted using a credit-adjusted risk-free interest rate. These assumptions are periodically reviewed and adjustments are made to the accrued restructuring charge as required. The Company records accretion expense for losses on leased property as the difference between estimated cost and the present value of these costs. Accretion expense is recorded on an ongoing basis through the end of the lease term and is reflected as “Other operating expense — net” in the Consolidated Statements of Operations. Employee termination costs are incurred when the Company has a reduction in force and include one-time termination benefits that are not a part of an existing benefit arrangement. See “Note 16 — Restructuring Costs” for further information.

Revenue Recognition — Revenue is derived principally from licensing rights to use images, video footage and music that are delivered digitally. Digital content licenses are generally purchased on a monthly or annual subscription basis, whereby a customer either pays for a predetermined quantity of content or for access to the Company’s content library that may be downloaded over a specific period of time, or, on a transactional basis, whereby a customer pays for individual content licenses at the time of download. Also, a significant portion of revenue is generated through the sale and subsequent use of credits. Various amounts of credits are required to license digital content.

The Company recognizes revenue gross of contributor royalties because the Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer. The Company also licenses content to customers through third-party delegates worldwide (approximately 3% of total revenues for the years ended December 31, 2021 and 2020). Delegates sell the Company’s products directly to customers as the principal in those transactions. Accordingly, the Company recognizes revenue net of costs paid to delegates. Delegates typically earn and retain 35% to 50% of the license fee, and the Company recognizes the remaining 50% to 65% as revenue.

The Company maintains a credit department that sets and monitors credit policies that establish credit limits and ascertains customer creditworthiness, thus reducing the risk of potential credit loss. Revenue is not recognized unless it is determined that collectability is reasonably assured. Revenue is recorded at invoiced amounts (including discounts and applicable sales taxes) less an allowance for sales returns which is based on historical information. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms.

For digital content licenses, the Company recognizes revenue on both its capped subscription-based, credit-based sales and single image licenses when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for capped subscription-based and credit- based products and recognizes the revenue associated with the unused licenses throughout the subscription or credit period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products.

See “Note 11 — Revenue” and “Note 20 — Segment and Geographic Information” for additional revenue disclosures.

Cost of Revenue — The ownership rights to the majority of the content licensed is retained by the owners, and licensing rights are provided to the Company by a large network of content suppliers. When the Company licenses content entrusted by content suppliers, royalties are paid to them at varying rates depending on the license model and the customers use of that content. Suppliers who choose to work with the Company under contract typically receive royalties between 20% to 50% of the total license fee charged

customers. The Company also owns the copyright to certain content in its collections (wholly owned content), including content produced by staff photographers for the Editorial Stills product, for which the Company does not pay any third-party royalties. Cost of revenue also includes costs of assignment photo shoots but excludes depreciation and amortization associated with creating or buying content.

Sales Commissions — Internal sales commissions are generally paid in the quarter following invoicing of the commissioned receivable and is reported in “Selling, general and administrative expenses” on the Consolidated Statements of Operations. The Company expenses contract acquisition costs, including internal sales commissions, as incurred, to the extent that the amortization period would otherwise be one year or less.

Equity-Based Compensation — Equity-based compensation is accounted for in accordance with authoritative guidance for equity-based payments. This guidance requires equity-based compensation cost to be measured at the grant date based on the fair value of the award and recognized as an expense over the applicable service period, which is the vesting period, net of estimated forfeitures. Compensation expense for equity-based payments that contain service conditions is recorded on a straight-line basis, over the service period of generally five years. Compensation expense for equity-based payments that contain performance conditions is not recorded until it is probable that the performance condition will be achieved. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Actual results and future estimates may differ substantially from current estimates.

Advertising and Marketing — The Company markets its products and services mainly through paid search, natural or organic search optimization, affiliate marketing channels, email and website marketing, customer events and public relations initiatives. Costs associated with marketing efforts are recorded in “Selling, general and administrative expenses” when related liabilities are incurred. For paid search and affiliate marketing, liabilities are incurred when potential new customers click through the links in the ad, generating an obligation to the internet search provider or affiliate marketing partner. Advertising and marketing costs expensed for the years ended December 31, 2021 and 2020 were $53.7 million and $49.0 million, respectively.

Income Taxes — The Company computes income taxes and accruals for uncertain tax positions under the asset and liability method as set forth in the authoritative guidance for accounting for income taxes and uncertain tax positions. Deferred income taxes are provided for the temporary differences between the consolidated financial statement carrying amounts and the tax basis of the Company’s assets and liabilities and operating loss and tax credit carryforwards. The Company establishes a valuation allowance for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits, or future deductibility is uncertain. Periodically, the valuation allowance is reviewed and adjusted based on management’s assessments of realizable deferred tax assets. The Company accounts for the global intangible low-tax income (“GILTI”) earned by foreign subsidiaries included in gross U.S. taxable income in the period incurred. See “Note 17 — Income Taxes” for further information.

Segments — The Company has determined that it operates and manages one operating segment, which is the business of developing and commercializing visual content. The Company’s chief operating decision maker (the “CODM”), its chief executive officer, reviews financial information on an aggregate basis for the purpose of allocating resources and making operating decisions.

Concentration of Credit Risk — Financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable balances. Cash and cash equivalents are held with financial institutions of high quality. Balances may exceed the amount of insurance provided on such deposits.

Concentration of credit risk with respect to trade receivables is limited due to the large number of customers and their dispersion across many geographic areas. No single customer represented 10% or more of the Company’s total revenue or accounts receivable in any of the years presented.

Recent Accounting Pronouncements — In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 amends the accounting for leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than twelve months, in addition to those currently recorded, on the Consolidated Balance Sheets. Presentation of leases within the Consolidated Statements of Operations and Consolidated Statements of Cash Flows will be generally consistent with the current lease accounting guidance. The effective date of ASU 2016-02 has been extended again by an additional year and is now effective for private companies for reporting periods beginning after December 15, 2021, with early adoption permitted. The Company will adopt the new standard as of January 1, 2022 using the modified retrospective transition

method and will elect the package of practical expedients permitted under the transition guidance, which allows a carryforward of the historical lease classification. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The election of the hindsight practical expedient did not alter the lease terms for any of the existing leases. The Company also made an accounting policy election to not record leases with an initial term of twelve months or less on the balance sheet and will continue to recognize those lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term. The Company estimates that adoption of the standard will result in recognition of operating lease right of use assets and lease liabilities of approximately $45.0 million to $65.0 million and $50.0 million to $70.0 million, respectively, with the difference due to deferred rent that will be reclassified to the right of use asset value. The Company does not expect adoption of the standard to materially affect its Consolidated Statements of Operations or Cash Flows.

In June 2016, the FASB issued ASU 2016-13 (Topic 326), Financial Instruments — Credit Losses (“ASU 2016-13”). ASU 2016-13 changes how to recognize expected credit losses on financial assets. The standard requires more timely recognition of credit losses on loans and other financial assets and also provides additional transparency about credit risk. The current credit loss standard generally requires that a loss actually be incurred before it is recognized, while the new standard will require recognition of full lifetime expected losses upon initial recognition of the financial instrument. The effective date of ASU 2016-13 for non-public companies is fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2016-13 on its financial statements for future periods and had not elected early adoption.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting For Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs in a cloud computing arrangement with the requirements for capitalizing implementation costs incurred for an internal-use software license. Adoption of this guidance is required for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years and early adoption is permitted. Entities are permitted to choose to adopt the new guidance (i) prospectively for eligible costs incurred on or after the date this guidance is first applied or (ii) retrospectively. The Company choose to adopt this prospectively and it did not have a material impact on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the impact of adopting this new standard on its consolidated financial statements.

Subsequent Events — The Company evaluated subsequent events and transactions for potential recognition or disclosure in the consolidated financial statements through March 15, 2022, which is the date the consolidated financial statements were available to be issued.

Cik0001812667 Cc Neuberger Principal Holdings Ii

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Use of Estimates

The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Investment Securities Held in Trust Account

The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gain (loss) on investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000, and investments held in Trust Account. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed consolidated balance sheets, except for derivative liabilities (see Note 10).

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Working Capital Loan

The Company has elected the fair value option to account for its working capital loan with its Sponsor as defined and more fully described in Note 5. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in the fair value of the conversion feature are recorded as change in value of working capital loan reflected in change in fair value of derivative liabilities on the condensed consolidated balance sheets and unaudited condensed consolidated statements of operations. The fair value of the conversion feature is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability.

The working capital loan is convertible into warrants upon a successful business combination at the option of the Sponsor. In the event of an unsuccessful business combination, the working capital loan is forgiven and expires worthless.

Non-current Accounts Payable and Accrued Expenses

Non-current accounts payable and accrued expenses include fees incurred with certain vendors where settlement or liquidation of amounts due is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Derivative Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company issued an aggregate of 20,700,000 redeemable warrants associated with Units issued to investors in our Initial Public Offering and the underwriters’ exercise of their overallotment option (the “Public Warrants”) and issued 18,560,000 Private Placement Warrants. In addition, the Company entered into a forward purchase agreement in connection with the Initial Public Offering which provides for the purchase by an affiliate of the Sponsor of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share and three-sixteenths of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial Business Combination (the “Forward Purchase Agreement”). All of the outstanding warrants and the Forward Purchase Agreement are recognized as derivative assets and liabilities in accordance with ASC 815.

In the event of an unsuccessful business combination, the warrants will expire worthless, with no cash settlement and the change in fair value adjusted through earnings.

For equity-linked contracts that are classified as assets or liabilities, the Company recognizes the fair value of the equity-linked contracts at each balance sheet date and records the change in the unaudited condensed consolidated statements of operations as a change in fair value of derivative liabilities. The Public Warrants were initially valued using a binomial lattice pricing model when the Public Warrants were not yet trading and did not have observable pricing and are now valued based on public market quoted prices. The Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend rate, expiration dates and risk-free rates.

significant volatility in the Company’s stock price or interest rates, the fair value calculated from one balance sheet period to the next could be materially different.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting discounts and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated with issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, 82,800,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Income Taxes

FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Ordinary Share

The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 39,260,000 of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share because their exercise is contingent upon future events and inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the periods presented. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.


	For the Three Months Ended				For the Six Months Ended
	June 30, 2022				June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	24,214,413	$	7,515,826	$	37,202,847	$	11,547,260

Denominator:
Basic and diluted weighted average common shares outstanding		82,800,000		25,700,000		82,800,000		25,700,000

Basic and diluted net income per common share	$	0.29	$	0.29	$	0.45	$	0.45


	For the Three Months Ended				For the Six Months Ended
	June 30, 2021				June 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss (income)	$	(5,952,512)	$	(1,847,579)	$	14,943,417	$	4,638,235

Denominator:
Basic and diluted weighted average common shares outstanding		82,800,000		25,700,000		82,800,000		25,700,000

Basic and diluted net loss (income) per common share	$	(0.07)	$	(0.07)	$	0.18	$	0.18

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Note 2 — Summary of Significant Accounting Policies

Use of Estimates

The preparation of these consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

Fair Value Measurement

●

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

●

Non-current Accounts Payable and Accrued Expenses

Non-current accounts payable and accrued expenses includes fees incurred with certain vendors where settlement or liquidation of amounts due is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Derivative Liabilities

In the event of an unsuccessful business combination, the warrants will expire worthless, with no cash settlement and the change in fair value adjusted through earnings.

For equity-linked contracts that are classified as assets or liabilities, the Company recognizes the fair value of the equity-linked contracts at each balance sheet date and records the change in the consolidated statements of operations as a (gain) loss on change in fair value of derivative liabilities. The Public Warrants were initially valued using a binomial lattice pricing model when the Public Warrants were not yet trading and did not have observable pricing, and are now valued based on public market quoted prices. The Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend rate, expiration dates and risk-free rates.

The estimates used to calculate the fair value of the Company’s derivative assets and liabilities change at each balance sheet date based on the value of the Company’s stock price and other assumptions described above. If these assumptions change or there is significant volatility in the Company’s stock price or interest rates, the fair value calculated from one balance sheet period to the next could be materially different.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting discounts and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative liabilities are expensed as incurred, presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 82,800,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets.

Net Income Per Ordinary Share

The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 39,260,000, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the periods presented. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.


	For the Year Ended December 31, 2021
	Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(2,063,432)	$	(640,462)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		82,800,000		25,700,000
Basic and diluted net loss per ordinary share	$	(0.02)	$	(0.02)


	For the Period From May 12, 2020
	(Inception) Through December 31, 2020
	Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(28,781,313)	$	(13,037,333)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		53,076,923		24,042,735
Basic and diluted net loss per ordinary share	$	(0.54)	$	(0.54)

Income Taxes

FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any

issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recently Adopted Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

Initial Public Offering

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Cik0001812667 Cc Neuberger Principal Holdings Ii

Initial Public Offering

Note 3 — Initial Public Offering

On August 4, 2020, the Company consummated the Initial Public Offering of 82,800,000 Units, including the issuance of 10,800,000 Units as a result of the underwriters’ exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $828.0 million, and incurring offering costs of approximately $46.3 million, inclusive of approximately $29.0 million in deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Each Unit consists of one Class A ordinary share and one-fourth of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

Note 3 — Initial Public Offering

Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9).

Private Placement

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Cik0001812667 Cc Neuberger Principal Holdings Ii

Private Placement

Note 4 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 18,560,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, to the Company’s Sponsor, generating gross proceeds to the Company of approximately $18.6 million.

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. Certain proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company did not complete a Business Combination by August 4, 2022, the Private Placement Warrants would have expired worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Note 4 — Private Placement

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. Certain proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Transactions

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Cik0001812667 Cc Neuberger Principal Holdings Ii

Related Party Transactions

Note 5 — Related Party Transactions

Founder Shares

On May 19, 2020, the Company issued 7,875,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for a capital contribution of $25,000. On July 15, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 22,250,000 Founder Shares. Subsequent to this share capitalization, in July 2020, the Sponsor transferred 40,000 Founder Shares to each of Joel Alsfine and James Quella, the independent directors. In June 2021, the Sponsor transferred 40,000 Founder Shares to Jonathan Gear, an independent director. On July 30, 2020, the Company effected a share capitalization resulting in the Initial Shareholders holding an aggregate of 25,700,000 Founder Shares, including up to 2,700,000 shares were subject to forfeiture to the Company for no consideration to the extent that the option to purchase additional units is not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of Class A ordinary shares to be sold pursuant to any forward purchase agreement entered into in connection with the Initial Public Offering (the “Forward Purchase Agreement”). All shares and the associated amounts have been retroactively restated to reflect the share capitalizations. On August 4, 2020, the underwriters fully exercised the over-allotment option; thus, no Founder Shares are currently subject to forfeiture.

The Initial Shareholders have agreed not to transfer, assign or sell, subject to certain limited exceptions, any of their Founder Shares until the earlier to occur of: (i) one year after the completion of a initial Business Combination and (ii) subsequent to a initial Business Combination (x) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (y) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares.

Related Party Loans

On May 19, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of August 4, 2020, the Company borrowed approximately $267,000 under the Note. The Company fully repaid the Note on September 10, 2020.

Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2022, $850,000 was drawn on the Working Capital Loan, presented at its fair value of approximately $1.1 million on the accompanying unaudited condensed consolidated balance sheet. The Company received proceeds of $290,000 and the remaining $560,000 was used for business combination related expenses, paid by the Sponsor on behalf of the Company. As of December 31, 2021, there were no amounts outstanding on the Working Capital Loan.

Administrative Support Agreement

Commencing on the effective date of the registration statement on Form S-1 related to the Initial Public Offering through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company reimburses the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $20,000 per month. The Company incurred approximately $60,000 in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations for both the three months ended June 30, 2022 and 2021. The Company incurred approximately $120,000 in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations for both the six months ended June 30, 2022 and 2021. As of June 30, 2022 and December 31, 2021, $470,000 and $340,000, respectively, was included in accrued expenses — related party in the accompanying condensed consolidated balance sheets.

Forward Purchase Arrangement

In connection with the consummation of the Initial Public Offering, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”), a member of our Sponsor, which provided for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share and three-sixteenths of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial business combination. The Forward Purchase Agreement allowed NBOKS to be excused from its purchase obligation in connection with a specific business combination if NBOKS did not have sufficient committed capital allocated to the Forward Purchase Agreement to fulfill its funding obligations under such forward purchase agreement in respect of such business combination. The obligations under the Forward Purchase Agreement did not depend on whether any Class A ordinary shares were redeemed by our public shareholder.

Note 5 — Related Party Transactions

Founder Shares

On May 19, 2020, the Company issued 7,875,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for a capital contribution of $25,000. On July 15, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 22,250,000 Founder Shares. Subsequent to this share capitalization, in July 2020, the Sponsor transferred 40,000 Founder Shares to each of Joel Alsfine and James Quella, the independent director nominees. On July 30, 2020, the Company effected a share capitalization resulting in the Initial Shareholders holding an aggregate of 25,700,000 Founder Shares, including up to 2,700,000 shares were subject to forfeiture to the Company for no consideration to the extent that the option to purchase additional units is not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of Class A ordinary shares to be sold pursuant to any forward purchase agreement entered into in connection with the Initial Public Offering (the “Forward Purchase Agreement”). All shares and the associated amounts have been retroactively restated to reflect the share capitalizations. On August 4, 2020, the underwriters fully exercised the over-allotment option; thus, no Founder Shares are currently subject to forfeiture. On June 8, 2021, the Sponsor transferred 40,000 Founder Shares to Jonathan Gear, a newly appointed independent director.

The Initial Shareholders have agreed not to transfer, assign or sell, subject to certain limited exceptions, any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) subsequent to the initial Business Combination (x) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (y) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares.

Related Party Loans

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. On January 7, 2022, the Company issued an unsecured promissory note in the principal amount of $800,000 to the Sponsor as a Working Capital Loan (see Note 11).

Administrative Support Agreement

of operations for the year ended December 31, 2021 and for the period from May 12, 2020 (inception) through December 31, and $340,000 and $100,000 is included in accrued expenses — related party, at December 31, 2021 and 2020, respectively.

Forward Purchase Arrangement

In connection with the consummation of the Public Offering, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”), a member of our sponsor, which will provide for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share and three-sixteenths of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial business combination. The Forward Purchase Agreement will allow NBOKS to be excused from its purchase obligation in connection with a specific business combination if NBOKS does not have sufficient committed capital allocated to the Forward Purchase Agreement to fulfill its funding obligations under such forward purchase agreement in respect of such business combination. Following the consummation of this offering and prior to an initial business combination, NBOKS intends to raise additional committed capital such that the condition described in the preceding sentence is met, but there can be no assurance that additional capital will be available. The obligations under the Forward Purchase Agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholder.

Performance Based Compensation

We had previously agreed to pay our Chief Financial Officer the greater of $20,000 per month and $120,000 in the aggregate, upon the successful completion of our initial Business Combination, for his services to us. However, this payment has been waived by our Chief Financial Officer and will not be made.

The Company has not incurred any expenses in the accompanying consolidated statements of operations for the year ended December 31, 2021 or for the period from May 12, 2020 (inception) through December 31, 2020 for this arrangement.

Commitments and Contingencies

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Commitments and Contingencies

10.

COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company enters into certain types of agreements that contingently require the Company to indemnify counterparties against third-party claims. The nature and terms of these indemnifications vary from contract to contract, and generally a maximum obligation is not stated. Because management does not believe a liability is probable, no related liabilities were recorded at June 30, 2022 and December 31, 2021.

The Company is subject to a variety of legal claims and suits that arise from time to time in the ordinary course of business. Although management currently believes that resolving such claims, individually or in aggregate, will not have a material adverse impact on the condensed consolidated financial statements, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company holds insurance policies that mitigate potential losses arising from certain indemnifications, and historically, significant costs related to performance under these obligations have not been incurred.

The Company signed a new lease for office space effective as of March of 2022 which increased our commitments by $8.4 million through August of 2032. The lease for the existing space the Company occupied was expiring. There were no other material changes to the commitments since December 31, 2021.

10. COMMITMENTS AND CONTINGENCIES

Commitments — The Company has entered into agreements that represent significant, enforceable and legally binding contractual obligations that are noncancelable without incurring a significant penalty. If a contract is cancelable with a penalty, the amount shown in the table below is the full contractual obligation, not the penalty, as the Company currently intends to fulfill each of these obligations.

Liabilities for uncertain tax positions are excluded from this table due to the uncertainty of the timing of the resolution of the underlying tax positions. At December 31, 2021, net uncertain tax positions were $39.4 million, which is reduced by a benefit of

$3.3 million. The entire balance as of December 31, 2021 is non- current as the timing of resolution is uncertain and no portion of these liabilities is expected to be cash settled within the next 12 months.

Payments under purchase orders, certain sponsorships, donations and other commitments that are not enforceable and legally binding contractual obligations are also excluded from this table, as are payments, guaranteed and contingent, under employment contracts because they do not constitute purchase commitments.

The Company leases real estate under operating lease agreements that expire on various dates and does not anticipate any difficulties in renewing those leases that expire within the next several years or in leasing other space or hosting facilities, if required. The Company enters into unconditional purchase obligations related to contracts for cloud-based services, infrastructure and other business services as well as minimum royalty guarantees in connection with certain content licenses. The future minimum payments under debt obligations, non-cancelable operating leases and other purchase obligations are as follows as of December 31, 2021 (in thousands):


	Years Ending December 31,
	2022		2023		2024		2025		2026		Thereafter		Total
USD Term Loans and EUR Term loans:
Principal payments	$	10,400	$	10,400	$	10,400	$	10,400	$	1,429,998	$	—	$	1,471,598
Interest payments		74,013		80,710		84,250		84,092		11,506		—		334,571
Senior Notes:
Principal payments		—		—		—		—		—		300,000		300,000
Interest payments		29,250		29,250		29,250		29,250		29,250		14,625		160,875
Interest rate swaps		8,376		5,081		598		—		—		—		14,055
Revolver commitment fee		404		404		69		—		—		—		877
Operating lease payments on facilities leases		14,376		11,713		12,060		12,016		6,686		26,059		82,910
Minimum royalty guarantee payments to content suppliers		44,684		38,344		31,513		30,587		13,493		16,000		174,621
Technology purchase commitments		3,944		2,001		—		—		—		—		5,945
Other commitments		3,391		833		—		—		—		—		4,224
Total commitments	$	188,838	$	178,736	$	168,140	$	166,345	$	1,490,933	$	356,684	$	2,549,676

Offsetting operating lease payments will be approximately $4.8 million in receipts for subleased facilities each year through 2025 and $1.2 million in 2026. Offsetting the minimum royalty guarantee payments to content suppliers will be approximately $2.0 million in minimum guaranteed receipts from content suppliers for each of the years through 2025.

The table above excludes the estimated fair value of the Contingent Consideration of $14.0 million as of December 31, 2021 as the payout is not certain. See “Note 4 — Fair Value of Financial Instruments”

Contingencies — The Company indemnifies certain customers from claims related to alleged infringements of the intellectual property rights of third parties or misappropriation of publicity or personality rights of third parties, such as claims arising from copyright infringement or failure to secure model and property releases for images the Company licenses if such a release is required. The standard terms of these indemnifications require the Company to defend those claims upon notice and pay related damages, if any. The Company typically mitigates this risk by requiring all uses of licenses to be within the scope of the license, securing all necessary model and property releases for imagery for which the Company holds the copyright, and by contractually requiring contributing photographers and other imagery partners to do the same prior to submitting any imagery to the Company and by limiting damages/liability in certain circumstances. Additionally, the Company requires all contributors and Image Partners, as well as potential acquisition targets to warrant that the content licensed to or purchased by the Company does not and shall not infringe upon or misappropriate the rights of third parties. The Company requires contributing photographers, other imagery partners and sellers of businesses or image collections that Getty Images has purchased to indemnify the Company in certain circumstances where a claim arises in relation to an image they have provided or sold to the Company. Imagery Partners are typically required to carry insurance policies for losses related to such claims and individual contributors are encouraged to carry such policies and the Company itself has insurance policies to cover litigation costs for such claims. The Company will record liabilities for these indemnifications if and when such claims are probable and the range of possible payments and available recourse from imagery partners can be assessed, as

applicable. Historically, the exposure to such claims has been immaterial, as were the recorded liabilities for intellectual property infringement at December 31, 2021 and 2020.

●

agreements with vendors and suppliers, under which the Company may indemnify them against claims arising from Getty Images’ use of their products or services;

●

agreements with customers other than those licensing images, under which the Company may indemnify them against claims arising from their use of Getty Images’ products or services;

●

agreements with agents, delegates and distributors, under which the Company may indemnify them against claims arising from their distribution of Getty Images’ products or services;

●

real estate and equipment leases, under which the Company may indemnify lessors against third-party claims relating to use of their property;

●

agreements with directors and officers, under which the Company indemnifies them to the full extent allowed by Delaware law against claims relating to their service to Getty Images;

●

agreements with purchasers of businesses Getty Images has sold, under which Getty Images may indemnify the purchasers against claims arising from the Company’s operation of the businesses prior to sale; and

●

agreements with initial purchasers and underwriters of the Company’s debt securities, under which Getty Images indemnifies them against claims relating to their participation in the Transactions.

The nature and terms of these indemnifications vary from contract to contract, and generally a maximum obligation is not stated. Because management does not believe a liability is probable, no related liabilities were recorded at December 31, 2021 and 2020.

The Company is subject to a variety of legal claims and suits that arise from time to time in the ordinary course of business. Although management currently believes that resolving such claims, individually or in aggregate, will not have a material adverse impact on the consolidated financial statements, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company holds insurance policies that mitigate potential losses arising from certain indemnifications, and historically, significant costs related to performance under these obligations have not been incurred.

Cik0001812667 Cc Neuberger Principal Holdings Ii

Commitments and Contingencies

Note 6 — Commitments and Contingencies

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the prospectus to purchase up to 10,800,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On August 4, 2020, the underwriters fully exercised the over-allotment option.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $16.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred underwriting commission of $0.35 per unit, or approximately $29.0 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Deferred Legal Fees

The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer their fees until the closing of the initial Business Combination. As of June 30, 2022 and December 31, 2021, the Company recorded an aggregate of $5.9 million and $3.9 million, respectively, in connection with such arrangement non-current accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets.

Note 6 — Commitments & Contingencies

Registration and Shareholder Rights

Underwriting Agreement

Deferred Legal Fees

The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer their fees until the closing of the initial Business Combination. As of December 31, 2021, the Company recorded an aggregate of $3.9 million in connection with such arrangement non-current accounts payable and accrued expenses in the accompanying consolidated balance sheet.

Class A Ordinary Shares Subject to Possible Redemption

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Cik0001812667 Cc Neuberger Principal Holdings Ii

Class A Ordinary Shares Subject to Possible Redemption

Note 7 — Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 82,800,000 Class A ordinary shares outstanding, all of which were subject to possible redemption and classified outside of permanent equity in the accompanying condensed consolidated balance sheets.

The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as recorded outside of permanent equity as follows:


Gross Proceeds	$	828,000,000
Less:
Offering costs allocated to Class A shares subject to possible redemption		(46,345,787)
Proceeds allocated to Public Warrants at issuance		(27,128,720)
Plus:
Accrection on Class A ordinary shares subject to possible redemption amount		73,474,507
Class A ordinary shares subject to possible redemption at December 31, 2021		828,000,000
Increase in redemption value of Class A ordinary shares subject to possible redemption		1,805,195
Class A ordinary shares subject to possible redemption at June 30, 2022	$	829,805,195

Note 7 — Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021 and 2020, there were 82,800,000 Class A ordinary shares outstanding, all of which were subject to possible redemption and classified outside of permanent equity in the consolidated balance sheets.

The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as recorded outside of permanent equity as follows:


Gross Proceeds	$	828,000,000
Less:
Offering costs allocated to Class A ordinary shares subject to possible redemption		(46,345,787)
Proceeds allocated to Public Warrants at issuance		(27,128,720)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		73,474,507
Class A ordinary shares subject to possible redemption	$	828,000,000

Shareholders' Equity (Deficit)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Shareholders' Equity (Deficit)

13. STOCKHOLDERS’ DEFICIT

Under the second amended and restated certificate of incorporation, the Company is authorized to issue up to 185.0 million shares of $0.01 per share par value common stock. As of December 31, 2021, 153,549,011 shares were issued and 153,313,505 shares were outstanding. 153,539,011 shares were issued and 153,303,505 shares were outstanding as of December 31, 2020.

The holders of common stock are entitled to one vote for each share of common stock on each matter properly submitted to stockholders for their vote. The rights of the common stock are subject to and qualified by the designations, rights, preferences and powers of the Redeemable Preferred Stock.

The Company has reserved shares of common stock for the following potential future issuances:


	December 31,
	2021	2020
Shares underlying outstanding equity awards	29,906,466	26,960,954
Shares available for future equity awards	1,916,140	3,871,654
Total	31,822,606	30,832,608

Cik0001812667 Cc Neuberger Principal Holdings Ii

Shareholders' Equity (Deficit)

Note 8 — Shareholders’ Equity (Deficit)

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 82,800,000 Class A ordinary shares issued or outstanding. All Class A ordinary shares subject to possible redemption have been classified as temporary equity (see Note 7).

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On May 19, 2020, 7,875,000 Class B ordinary shares were issued to the Sponsor. On July 15, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 22,250,000 Class B ordinary shares. Subsequent to this share capitalization, in July 2020, the Sponsor transferred 40,000 Class B ordinary shares to each of Joel Alsfine and James Quella, the independent director nominees. On July 30, 2020, the Company effected a share capitalization resulting in the Initial Shareholders holding an aggregate of 25,700,000 Class B ordinary shares. All shares and the associated amounts have been retroactively restated to reflect the share capitalizations. Of the 25,700,000 Class B ordinary shares, an aggregate of up to 2,700,000 shares were subject to forfeiture to the Company for no consideration to the extent that the option to purchase additional units is not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of Class A ordinary shares to be sold pursuant to any Forward Purchase Agreement. On August 4, 2020, the

underwriters fully exercised the over-allotment option; thus, no Class B ordinary shares are currently subject to forfeiture. On June 8, 2021, the Sponsor transferred 40,000 Founder Shares to Jonathan Gear, a newly appointed independent director. As of June 30, 2022 and December 31, 2021, there were 25,700,000 Class B ordinary shares issued or outstanding.

Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination, or earlier at the option of the holder thereof, on a one-for-one basis. However, if additional Class A ordinary shares or any other equity-linked securities (as defined below) are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total number of ordinary shares outstanding upon completion of the Initial Public Offering plus (ii) the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including any Class A ordinary shares to be sold pursuant to a Forward Purchase Agreement, but not any warrants sold pursuant to a Forward Purchase Agreement), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis. Any conversion of Class B ordinary shares described herein will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of June 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

Note 8 — Shareholders’ Equity

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At December 31, 2021 and 2020, there were 82,800,000 Class A ordinary shares issued and outstanding, all of which are subject to possible redemption and have been classified as temporary equity (see Note 7).

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On May 19, 2020, 7,875,000 Class B ordinary shares were issued to the Sponsor. On July 15, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 22,250,000 Class B ordinary shares. Subsequent to this share capitalization, in July 2020, the Sponsor transferred 40,000 Class B ordinary shares to each of Joel Alsfine and James Quella, the independent director nominees. On July 30, 2020, the Company effected a share capitalization resulting in the Initial Shareholders holding an aggregate of 25,700,000 Class B ordinary shares. All shares and the associated amounts have been retroactively restated to reflect the share capitalizations. Of the 25,700,000 Class B ordinary shares, an aggregate of up to 2,700,000 shares were subject to forfeiture to the Company for no consideration to the extent that the option to purchase additional units is not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of Class A ordinary shares to be sold pursuant to any Forward Purchase Agreement. On August 4, 2020, the underwriters fully exercised the over-allotment option; thus, no Class B ordinary shares are currently subject to forfeiture. On June 8, 2021, the Sponsor transferred 40,000 Founder Shares to Jonathan Gear, a newly appointed independent director.

the initial Business Combination (including any Class A ordinary shares to be sold pursuant to a Forward Purchase Agreement, but not any warrants sold pursuant to a Forward Purchase Agreement), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis. Any conversion of Class B ordinary shares described herein will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of December 31, 2021 and 2020, there were no preference shares issued and outstanding.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

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+ Details

Derivative Liabilities

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Derivative Liabilities

3.	DERIVATIVE INSTRUMENTS

Foreign Currency Risk — Certain assets, liabilities and future operating transactions are exposed to foreign currency exchange rate risk. The Company utilizes derivative financial instruments, namely foreign currency forwards and option contracts, to reduce the impact of foreign currency exchange rate risks where natural hedges do not exist. The Company is exposed to market risk from foreign currency exchange rate fluctuations as a result of foreign currency-denominated revenues and expenses. The Company enters into certain foreign currency derivative contracts, including foreign currency forward options, with varying maturity dates, currently ranging from three to eighteen months, to manage these risks.

Interest Rate Risk — The Company does not hold or issue derivative financial instruments for trading purposes. In general, the Company’s derivative activities do not create foreign currency exchange rate risk because fluctuations in the value of the instruments used for economic hedging purposes are offset by fluctuations in the value of the underlying exposures being hedged. Counterparties to derivative financial instruments expose the Company to credit related losses in the event of nonperformance; however, the Company has entered into these instruments with creditworthy financial institutions and considers the risk of nonperformance to be minimal.

The following table summarizes the location and fair value amounts of derivative instruments reported in the Condensed Consolidated Balance Sheets (in thousands):


	As of June 30, 2022				As of December 31, 2021
	Asset		Liability		Asset		Liability
Derivatives not designated as hedging instruments:
Foreign currency exchange options	$	462	$	—	$	804	$	—
Interest rate swaps		2,826		—		—		13,759
Total derivatives	$	3,288	$	—	$	804	$	13,759

Derivative assets are included in “Other current assets” on the Condensed Consolidated Balance Sheet. Short-term derivative liabilities are included in “Accrued expenses” and long-term derivative liabilities are included in “Other long-term liabilities” on the Condensed Consolidated Balance Sheet.

The Company recognized a net gain of $17.1 million and $8.8 million on these derivative instruments for the six months ended June 30, 2022 and 2021, respectively. These are included in “Gain on fair value adjustment for swaps and foreign currency exchange contract — net” on the Condensed Consolidated Statement of Operations.

3. DERIVATIVE INSTRUMENTS

The following table summarizes the fair value amounts of derivative instruments reported in the Consolidated Balance Sheets (in thousands):


	As of December 31,
	2021				2020
	Asset		Liability		Liability
Derivatives not designated as hedging instruments:
Foreign currency exchange options	$	804	$	—	$	1,827
Interest rate swaps		—		13,759		31,325
Total derivatives	$	804	$	13,759	$	33,152

Assets are included in “Other current assets” on the Consolidated Balance Sheet. Short-term liabilities are included in “Accrued expenses” and long-term liabilities are included in “Other long-term liabilities” on the Consolidated Balance Sheet.

ranging from three to eighteen months, to manage these risks. These contracts are economic hedges of the Company’s exposures but have not been designated as hedges, as defined in the applicable accounting guidance, for financial reporting purposes. The notional amounts outstanding under these contracts as of December 31, 2021 and 2020 were $15.2 million and $36.5 million, respectively. These contracts are carried at fair value, as determined by quoted market exchange rates. The Company recognized gains of $1.7 million and losses of $0.9 million for the years ended December 31, 2021 and 2020, respectively. These gains and losses are recognized in “Fair value adjustment for swaps and foreign currency exchange contract — net” in the accompanying Consolidated Statements of Operations.

Interest Rate Risk — In February 2019, the Company entered into two interest rate swaps to hedge interest rate risk associated with the Company’s debt. The notional amounts of one of these swaps is $175.0 million and the other was $355.0 million. As of December 31, 2021, both are considered economic hedges and have not been designated as hedges, as defined in the applicable accounting guidance, for financial reporting purposes. The changes in fair value are recognized in “Fair value adjustment for swaps and foreign currency exchange contract — net” in the accompanying Consolidated Statements of Operations. Under the interest rate swap agreements, the Company pays fixed rates of 2.5010% and 2.6000%, respectively, each month. Each swap contains an embedded floor option under which the Company receives a rate of 0.0% or one-month LIBOR, whichever is greater, to match the terms of the Company’s debt.

For the interest rate swaps, the Company recognized gains of $17.6 million and losses of $13.3 million on these derivative instruments for the years ended December 31, 2021 and 2020, respectively.

The Company does not hold or issue derivative financial instruments for trading purposes. In general, the Company’s derivative activities do not create foreign currency exchange rate risk because fluctuations in the value of the instruments used for economic hedging purposes are offset by fluctuations in the value of the underlying exposures being hedged. Counterparties to derivative financial instruments expose the Company to credit related losses in the event of nonperformance; however, the Company has entered into these instruments with creditworthy financial institutions and considers the risk of nonperformance to be minimal.

Cik0001812667 Cc Neuberger Principal Holdings Ii

Derivative Liabilities

Note 9 — Derivative Liabilities

Warrants:

As of June 30, 2022 and December 31, 2021, the Company had 20,700,000 Public Warrants and 18,560,000 Private Placement Warrants outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed to use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, to cause the same to become effective within 60 business days following the closing of the initial Business Combination, and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company has failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not

available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (1) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees, (3) the Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis and (4) any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the Private Placement Warrants will require a vote of holders of at least 50% of the number of the then outstanding Private Placement Warrants. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

The Company may redeem the Public Warrants (but not the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like).

If the Company calls the Public Warrants for redemption as described above, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

Commencing 90 days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (but not the Private Placement Warrants):

●

in whole and not in part;

●

at $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below);

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The “fair market value” of the Class A ordinary shares shall mean the average last reported sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

the warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants shares. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Forward purchase agreement

The Forward Purchase Agreement provides for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and three-sixteenths of one warrant to purchase one Class A ordinary share at $11.50 per share (the “Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the initial Business Combination.

Note 9 — Derivative Liabilities

Warrants:

As of December 31, 2021 and 2020, the Company had 20,700,000 Public Warrants and 18,560,000 Private Placement Warrants outstanding.

The Company may redeem the Public Warrants (but not the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

Commencing 90 days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (but not the Private Placement Warrants):

●

in whole and not in part;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

The “fair value” of the Class A ordinary shares shall mean the average last reported sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants shares. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Forward purchase agreement

Fair Value Measurements

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value Measurements

4.	FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s disclosable financial instruments consist of cash equivalents, forward foreign currency exchange contracts, interest rate swaps and debt. Assets and liabilities measured at fair value on a recurring basis (cash equivalents, forward exchange contracts and interest rates swaps) and a nonrecurring basis (debt) are categorized in the tables below.

Financial instrument assets recorded at fair value as of June 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,146	$	—	$	—	$	30,146
Derivative assets:
Foreign currency exchange options		—	$	462		—		462
Interest rate swaps		—		2,826		—		2,826
	$	30,146	$	3,288	$	—	$	33,434


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900

The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach.

Financial instrument liabilities recorded or disclosed at fair value as of June 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,374,091	$	—	$	1,374,091
Senior Notes		—		285,000		—		285,000
Contingent Consideration		—		—		14,781		14,781
	$	—	$	1,659,091	$	14,781	$	1,673,872


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,475,759	$	—	$	1,475,759
Senior Notes		—		318,375		—		318,375
Contingent Consideration		—		—		14,039		14,039
Derivative liabilities:
Interest rate swap contracts		—		13,759		—		13,759
	$	—	$	1,807,893	$	14,039	$	1,821,932

The fair value of the Company’s Term Loans and Senior Notes are based on market quotes provided by a third-party pricing source.

The fair value of the Company’s interest rate swap contracts and foreign currency exchange contracts are based on market quotes provided by the counterparty. Quotes by the counterparty are calculated based on observable current rates and forward interest rate curves and exchange rates. The Company recalculates and validates this fair value using publicly available market inputs using the market approach.

As of June 30, 2022 and December 31, 2021, the Company had estimated its obligations to transfer Contingent Consideration relating to the acquisition of Unsplash to be $14.8 million and $14.0 million, respectively. The Company recorded acquisition-date fair value of the Contingent Consideration, based on the likelihood of contingent earn-out payments, as part of the consideration transferred. The earn-out payments are remeasured to fair value each reporting date. Changes in the fair value of the Contingent Consideration are recognized within “Other operating expense — net” on the Condensed Consolidated Statement of Operations. The fair value of the Contingent Consideration is based on significant inputs not observable in the market, and as such the Company classified the financial liability as Level 3. The fair value of the Contingent Consideration may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of outcomes used to estimate the fair value of the liabilities. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods.

The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs:


	Fair Value as of
	June 30, 2022		Valuation
	(in thousands)		Technique	Unobservable Input	Range
Contingent Consideration	$	14,781	Probability-adjusted discounted cash flow	Probabilities of success	55% – 100%
				Years until milestones are expected to be achieved	0.00 – 1.90 years
				Discount rate	8.10% – 8.53%

This Contingent Consideration was valued using an income approach where revenue was simulated in a risk-neutral framework using Geometric Brownian Motion, a model of stock price behavior that is used in option pricing models such as the Black-Scholes option pricing model. The real options method extends this model to situations where the asset of interest (revenue in this case) is not priced in the market. The significant unobservable inputs used in the fair value measurement of the Contingent Consideration forecasts of expected future revenues and the probability of achievement of those forecasts. Increases in the assessed likelihood of a higher payout under a Contingent Consideration arrangement contribute to increases in the fair value of the related liability. Conversely, decreases in the assessed likelihood of a higher payout under a Contingent Consideration arrangement contribute to decreases in the fair value of the related liability.

The following table presents changes in the fair value of the Contingent Consideration for the six months ended June 30, 2022 (in thousands):


December 31, 2021	$	14,039
Change in fair value of Contingent Consideration		742
June 30, 2022	$	14,781

The Contingent Consideration payments are based on revenue of Unsplash for the period commencing May 1, 2021 and ending on the earlier of when the trailing 12-month revenues of Unsplash reaches $10.0 million (the “Two-Year Earnout”) or two years. The Two-Year Earnout was achieved during the six months ended June 30, 2022 and was paid subsequent to June 30, 2022.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s disclosable financial instruments consist of cash equivalents, forward foreign currency exchange contracts, interest rate swaps, debt and contingent consideration. Assets and liabilities measured at fair value on a recurring basis (cash equivalents, forward exchange contracts. interest rates swaps and contingent consideration) and a nonrecurring basis (debt) are categorized in the tables below based on the levels discussed in “Note 2 — Summary of Significant Accounting Policies”.

Financial instrument assets recorded at fair value as of December 31 are as follows (in thousands):


	2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900


	2020
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	38,093	$	—	$	—	$	38,093
	$	38,093	$	—	$	—	$	38,093

The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach.

Financial instrument liabilities recorded or disclosed at fair value as of December 31 are as follows (in thousands):


	2021
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,475,759	$	—	$	1,475,759
Senior Notes		—		318,375		—		318,375
Contingent Consideration		—		—		14,039		14,039
Derivative liabilities:
Interest rate swap contracts		—		13,759		—		13,759
	$	—	$	1,807,893	$	14,039	$	1,821,932


	2020
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,507,053	$	—	$	1,507,053
Senior Notes		—		322,500		—		322,500
Derivative liabilities:
Foreign currency exchange options		—		1,827		—		1,827
Interest rate swap contracts		—		31,325		—		31,325
	$	—	$	1,862,705	$	—	$	1,862,705

The fair value of the Company’s Term Loans and Senior Notes are based on market quotes provided by a third-party pricing source. See “Note 9 — Debt” for additional disclosures on the Term Loans and Senior Notes.

As of December 31, 2021, the Company had estimated its obligations to transfer Contingent Consideration relating acquisition of Unsplash to be $14.0 million. See “Note 18 — Acquisition”. The Company recorded the acquisition-date fair value the Contingent Consideration, based on the likelihood of contingent earn-out payments, as part of the consideration transferred. The earn-out payments are remeasured to fair value each reporting date. Changes in the fair value of the Contingent Consideration are recognized within “Other operating expense — net” of the Consolidated Statement of Operations. The fair value of the Contingent Consideration is based on significant inputs not observable in the market, and as such the Company classified the financial liability as Level 3. The fair value of the Contingent Consideration may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of outcomes used to estimate the fair value of the liabilities. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods.

The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs:


	Fair Value as of
	December 31, 2021		Valuation
	(in thousands)		Technique	Unobservable Input	Range
Contingent Consideration	$	14,039	Probability-adjusted discounted cash flow	Probabilities of success	55% – 100%
				Years until milestones are expected to be achieved	0.63 – 2.15 years
				Discount rate	8.10% – 8.53%

The following table presents changes in the fair value of the Contingent Consideration for the year ended December 31, 2021 (in thousands):


December 31, 2020	$	—
Issuance of Contingent Consideration in connection with acquisition		13,200
Change in fair value of Contingent Consideration		1,373
Effects of fluctuations in foreign currency exchange rates		(534)
December 31, 2021	$	14,039

Cik0001812667 Cc Neuberger Principal Holdings Ii

Fair Value Measurements

Note 10 — Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021, respectively, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

June 30, 2022


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	—	$	—	$	—

Liabilities:
Derivative warrant liabilities – Public Warrants	$	9,522,000	$	—	$	—
Derivative warrant liabilities – Private Placement Warrants	$	—	$	—	$	23,200,000
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	1,686,000
Working capital loan	$	—	$	—	$	1,065,000

December 31, 2021


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	778,445,880	$	—	$	—

Liabilities:
Derivative warrant liabilities – Public Warrants	$	28,152,000	$	—	$	—
Derivative warrant liabilities – Private Placement Warrants	$	—	$	—	$	54,380,800
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	3,343,000
Working capital loan	$	—	$	—	$	—

(1) — Excludes $829,899,170 of investments in two open-ended money market funds and $50,150,712 of investments in one open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value at June 30, 2022 and December 31, 2021, respectively. In addition, it excludes $6,025 and $19,960 in cash at June 30, 2022 and December 31, 2021, respectively.

Level 1 assets include investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the six months ended June 30, 2022.

The fair value of the Public Warrants and the Private Placement Warrants were initially measured at fair value using a binomial / lattice model for the Public Warrants and a Black-Scholes option pricing model for the Private Placement Warrants. The fair value of Public Warrants have been subsequently measured based on the listed market price of such warrants, a Level 1 measurement, since September 2020. The Company’s Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Company’s working capital loan is valued using a Monte Carlo simulation analysis on the convertible feature and a present value of the host contract. The company’s Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. For the three months ended June 30, 2022 and 2021, the Company recognized a benefit/(charge) to the unaudited condensed statements of operations resulting from a change in the fair value of derivative liabilities of approximately $32.2 million and ($7.0 million), respectively, presented as change in fair value of derivative liabilities in the accompanying unaudited condensed consolidated statements of operations. For the six months ended June 30, 2022 and 2021, the Company recognized a benefit/(charge) to the statements of operations resulting from a change in the fair value of derivative liabilities of approximately $51.3 million and $20.5 million, respectively, presented as change in fair value of derivative liabilities in the accompanying unaudited condensed consolidated statements of operations.

A reconciliation of the Level 3 derivative liabilities is summarized below:


Warrant liabilities at December 31, 2021 – Level 3 measurements	$	57,723,800
Change in fair value of warrant liabilities		(31,180,800)
Change in fair value of forward purchase agreement		(1,657,000)
Warrant liabilities at June 30, 2022 – Level 3 measurements	$	24,886,000

Balance as of December 31, 2020	$	51,338,600
Change in fair value of warrant liabilities		(2,969,600)
Change in fair value of forward purchase agreements		(9,706,000)
Balance as of June 30, 2021	$	38,663,000

The change in the fair value of the working capital loan measured with Level 3 inputs for the six months ended June 30, 2022 is summarized as follows:


Fair value at December 31, 2021	$	—
Initial proceeds from working capital loan		850,000
Change in fair value of working capital loan		215,000
Fair value of working capital loan at June 30, 2022	$	1,065,000

The valuation methodologies for the Private Placement Warrants, Working Capital Loan and Forward Purchase Agreement included in derivative liabilities include certain significant unobservable inputs, resulting in such valuations to be classified as Level 3 in the fair value measurement hierarchy. The methodologies include a probability of a successful business combination, which was originally determined to be 80% as of December 31, 2020 but was increased to 90% as of December 31, 2021 and June 30, 2022. The warrant valuation models also include expected volatility, which differ between public and private placement warrants and can vary further depending on where the Company stands in identifying a business combination target. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since September 2020. For public warrants and when such warrants are not yet trading and we do not have observed

pricing in public markets, we assume a volatility based on research on SPAC warrants and the implied volatilities shortly after they start trading. Prior to the announcement of a proposed business combination, the Company assumed a volatility for the Private Placement Warrants based on the median volatility of the Russell 3000 constituents. After the announcement of a proposed business combination, the valuation estimate assumes an equal weighting of volatility based on (a) the volatility of the target company's peer group and (b) the implied volatility of the Public Warrants issued by the Company.

The following tables provide quantitative information regarding Level 3 fair value measurement inputs at the measurement dates:


	As of June 30,			As of December 31,
Private Warrants	2022			2021
Stock price	$	9.99		$	9.90
Volatility		15.0	%		40.0	%
Expected life of the options to convert		5.1			5.3
Risk-free rate		3.0	%		1.3	%
Dividend yield		0.0	%		0.0	%


	As of June 30,			As of December 31,
Forward Purchase Agreements	2022			2021
Stock price	$	9.99		$	9.90
Probability of closing		90.0	%		90.0	%
Discount term		0.1			0.3
Risk-free rate		1.3	%		0.1	%
Dividend yield		0.0	%		0.0	%


	As of June 30,			As of December 31,
Working Capital Loan	2022			2021
Stock price	$	9.99		$	—
Annual equity volatility		15.0	%		—
Expected life of the options to convert		5.0			—
Risk-free rate		3.0	%		—
Dividend yield		0.0	%		—
Probability of merger closing		90.0	%		—

Note 10 — Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, respectively, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

December 31, 2021


Description	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	778,445,880	$	—	$	—
Liabilities:
Derivative liabilities – Public Warrants	$	28,152,000	$	—	$	—
Derivative liabilities – Private Warrants	$	—	$	—	$	54,380,800
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	3,343,000

December 31, 2020


Description	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	720,932,535	$	—	$	—
Liabilities:
Derivative liabilities – Public Warrants	$	36,018,000	$	—	$	—
Derivative liabilities – Private Warrants	$	—	$	—	$	38,233,600
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	13,105,000

(1)

Excludes $50,150,712 and $55,645,484 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value at December 31, 2021 and 2020, respectively. In addition, it excludes $19,960 and $51,713,546 in cash at December 31, 2021 and 2020, respectively.

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the year ended December 31, 2021. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in September 2020, when the Public Warrants were separately listed and traded.

The fair value of the Public Warrants and the Private Placement Warrants were initially measured at fair value using a binomial / lattice model for the Public Warrants and a Black-Scholes option pricing model for the Private Placement Warrants. The fair value of Public Warrants have been subsequently measured based on the listed market price of such warrants, a Level 1 measurement, since September 2020. The Company’s Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Company’s Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. For the year ended December 31, 2021 and for the period from May 12, 2020 (inception) through December 31, 2020, the Company recognized a benefit to the consolidated statements of operations resulting from a change in the fair value of derivative liabilities of approximately $1.5 million and $40.1 million, respectively, presented as change in fair value of derivative liabilities in the accompanying consolidated statements of operations.

A reconciliation of the Level 3 derivative liabilities is summarized below:


Balance as of May 12, 2020	$	—
Acquisition date fair value of warrants:
Public warrants issued in the initial public offering		27,117,000
Private placement warrants issued in connection with the initial public offering (a)		32,294,400
Forward purchase agreement liability		1,562,000
Total acquisition date fair value of derivative liabilities		60,973,400
Change in fair value of warrant liabilities		14,840,200
Change in fair value of forward purchase agreement		11,543,000
Transfer to level one		(36,018,000)
Balance as of December 31, 2020		51,338,600
Change in fair value of warrant liabilities		16,147,200
Change in fair value of forward purchase agreement		(9,762,000)
End of period	$	57,723,800

The valuation methodologies for the Private Placement Warrants and Forward Purchase Agreement included in derivative liabilities include certain significant unobservable inputs, resulting in such valuations to be classified as Level 3 in the fair value measurement hierarchy. The methodologies include a probability of a successful business combination, which was originally determined to be 80% as of December 31, 2020 but has increased to 90% as of December 31, 2021. The methodologies also include an expected merger date, which was set as April 15, 2022. The warrant valuation models also include expected volatility, which differ between public and private placement warrants and can vary further depending on where the Company stands in identifying a business combination target. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since September 2020. For public warrants and when such warrants are not yet trading and we do not have observed pricing in public markets, we assume a volatility based on research on SPAC warrants and the implied volatilities shortly after they start trading. The volatility of the Private Placement Warrants varies depending on the specific characteristics of the public and private placement warrants. Prior to the announcement of a merger, the Company assumes a volatility for the Private Placement Warrants based on the median volatility of the Russell 3000 constituents. After the announcement of a proposed business combination, then the valuation estimate assumes a volatility based on the volatility of the target company’s peer group.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	As of			As of
	December 31,			December 31,
Private Warrants	2021			2020
Stock price	$	9.90		$	10.40
Volatility		40.00	%		30.00	%
Expected life of the options to convert		5.3			5.5
Risk-free rate		1.30	%		0.40	%
Dividend yield		0.0	%		0.0	%


	As of			As of
Forward Purchase Agreements	December 31, 2021			December 31, 2020
Stock price	$	9.90		$	10.40
Probability of closing		90.0	%		80.0	%
Discount term		0.3			1.1
Risk-free rate		0.08	%		0.10	%
Dividend yield		0.0	%		0.0	%

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Subsequent Events

17.

SUBSEQUENT EVENTS

As disclosed in Note 1, a series of transactions related to our December 2021 Business Combination Agreement closed on July 22, 2022.

For its unaudited interim financial statements as of June 30, 2022 and the six months then ended, the Company has evaluated the effects of subsequent events through August 12, 2022, which is the date that these unaudited interim financial statements were issued.

Cik0001812667 Cc Neuberger Principal Holdings Ii

Subsequent Events

Note 11 — Subsequent Events

Other than an described below, management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed consolidated financial statements were issued, require potential adjustment to or disclosure in the unaudited condensed consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

On July 22, 2022, the parties to the Business Combination Agreement completed the Business Combination (See Note 1). Holders of 82,291,689 shares of the Company’s Class A Ordinary Shares sold in its initial public offering exercised their right to redeem those shares for cash at a price of approximately $10.03 per share, for an aggregate of approximately $825.2 million. The per share redemption price of approximately $10.03 for public shareholders electing redemption was paid out of the Trust Account. The Forward Purchase Agreement was fully exercised in the amount of $200,000,000 (see Note 1). The Working Capital Loan was repaid in cash by New CCNB to the Sponsor as part of the Closing. For more information regarding the Getty Business Combination, see Getty Images’ Current Report on Form 8-K filed on July 28, 2022.

Note 11 — Subsequent Events

On January 7, 2022, the Company issued an unsecured promissory note in the principal amount of $800,000 to the Sponsor as a Working Capital Loan. The Working Capital Loan does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination. If the Company does not complete a Business Combination, the Working Capital Loan will not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Working Capital Loan, in whole or in part, into Private Placement Warrants at a price of $1.00 per Private Placement Warrant. The Working Capital Loan is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Loan and all other sums payable with regard to the Working Capital Loan becoming immediately due and payable.

Management has evaluated subsequent events to determine if events or transactions occurring through the date the consolidated financial statements are available for issuance, require potential adjustment to or disclosure in the consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Use of Estimates

Concentration of Credit Risk

Fair Value Measurements

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Derivative Liabilities

Income Taxes

Net Income (Loss) Per Ordinary Share

Recent Accounting Pronouncements

Cik0001812667 Cc Neuberger Principal Holdings Ii

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Investment Securities Held in Trust Account

Investment Securities Held in Trust Account

Investments Held in Trust Account

The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair Value Measurement

●

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

●

Fair Value Measurements

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

●

Working Capital Loan

Working Capital Loan

Non-current Accounts Payable and Accrued Expenses

Non-current Accounts Payable and Accrued Expenses

Derivative Liabilities

Derivative Liabilities

In the event of an unsuccessful business combination, the warrants will expire worthless, with no cash settlement and the change in fair value adjusted through earnings.

significant volatility in the Company’s stock price or interest rates, the fair value calculated from one balance sheet period to the next could be materially different.

Derivative Liabilities

In the event of an unsuccessful business combination, the warrants will expire worthless, with no cash settlement and the change in fair value adjusted through earnings.

For equity-linked contracts that are classified as assets or liabilities, the Company recognizes the fair value of the equity-linked contracts at each balance sheet date and records the change in the consolidated statements of operations as a (gain) loss on change in fair value of derivative liabilities. The Public Warrants were initially valued using a binomial lattice pricing model when the Public Warrants were not yet trading and did not have observable pricing, and are now valued based on public market quoted prices. The Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend rate, expiration dates and risk-free rates.

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting discounts and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative liabilities are expensed as incurred, presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

Income Taxes

FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Ordinary Share

Net Income (Loss) Per Ordinary Share


	For the Three Months Ended				For the Six Months Ended
	June 30, 2022				June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	24,214,413	$	7,515,826	$	37,202,847	$	11,547,260

Denominator:
Basic and diluted weighted average common shares outstanding		82,800,000		25,700,000		82,800,000		25,700,000

Basic and diluted net income per common share	$	0.29	$	0.29	$	0.45	$	0.45


	For the Three Months Ended				For the Six Months Ended
	June 30, 2021				June 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss (income)	$	(5,952,512)	$	(1,847,579)	$	14,943,417	$	4,638,235

Denominator:
Basic and diluted weighted average common shares outstanding		82,800,000		25,700,000		82,800,000		25,700,000

Basic and diluted net loss (income) per common share	$	(0.07)	$	(0.07)	$	0.18	$	0.18

Net Income Per Ordinary Share

The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 39,260,000, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the periods presented. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.


	For the Year Ended December 31, 2021
	Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(2,063,432)	$	(640,462)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		82,800,000		25,700,000
Basic and diluted net loss per ordinary share	$	(0.02)	$	(0.02)


	For the Period From May 12, 2020
	(Inception) Through December 31, 2020
	Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(28,781,313)	$	(13,037,333)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		53,076,923		24,042,735
Basic and diluted net loss per ordinary share	$	(0.54)	$	(0.54)

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (as restated) (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of Net Income (Loss) Per Ordinary Share


	Six Months Ended June 30,
	2022		2021
NET INCOME	$	63,802	$	42,269
Less:
Net income attributable to noncontrolling interest		375		141
Redeemable Preferred Stock dividend		38,552		34,426
NET INCOME ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC.	$	24,875	$	7,702
Weighted-average common shares outstanding:
Basic		153,321,585		153,303,505
Effect of dilutive securities		19,131,263		792,841
Diluted		172,452,848		154,096,346
Net income per share attributable to Griffey Global Holdings, Inc. common stockholders:
Basic	$	0.16	$	0.05
Diluted	$	0.14	$	0.05

The following table sets forth the computation of basic earnings per common share (in thousands, except share and per share amounts):


	December 31
	2021		2020
NET INCOME (LOSS)		117,397	$	(37,375)
Less:
Net (loss) income attributable to noncontrolling interest		329		(182)
Redeemable Preferred Stock dividend		71,393		64,120
NET INCOME (LOSS) ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC.	$	45,675	$	(101,313)
Weighted-average common shares outstanding:
Basic		153,305,176		153,303,498
Effect of dilutive securities		4,239,642		—
Diluted		157,544,818		153,303,498
Net income (loss) per share attributable to Griffey Global Holdings, Inc. common stockholders:
Basic	$	0.30	$	(0.66)
Diluted	$	0.29	$	(0.66)

Cik0001812667 Cc Neuberger Principal Holdings Ii

Schedule of Net Income (Loss) Per Ordinary Share


	For the Three Months Ended				For the Six Months Ended
	June 30, 2022				June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	24,214,413	$	7,515,826	$	37,202,847	$	11,547,260

Denominator:
Basic and diluted weighted average common shares outstanding		82,800,000		25,700,000		82,800,000		25,700,000

Basic and diluted net income per common share	$	0.29	$	0.29	$	0.45	$	0.45


	For the Three Months Ended				For the Six Months Ended
	June 30, 2021				June 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss (income)	$	(5,952,512)	$	(1,847,579)	$	14,943,417	$	4,638,235

Denominator:
Basic and diluted weighted average common shares outstanding		82,800,000		25,700,000		82,800,000		25,700,000

Basic and diluted net loss (income) per common share	$	(0.07)	$	(0.07)	$	0.18	$	0.18


	For the Year Ended December 31, 2021
	Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(2,063,432)	$	(640,462)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		82,800,000		25,700,000
Basic and diluted net loss per ordinary share	$	(0.02)	$	(0.02)


	For the Period From May 12, 2020
	(Inception) Through December 31, 2020
	Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(28,781,313)	$	(13,037,333)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		53,076,923		24,042,735
Basic and diluted net loss per ordinary share	$	(0.54)	$	(0.54)

Class A Ordinary Shares Subject to Possible Redemption (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of reconciliation of Class A common stock reflected on the balance sheet


	Spread Increase
	(effective on the
	first day of the
	applicable		Cash Dividend		Accrued
Dividend Period	period)		Spread		Dividend
From February 19, 2019 through February 19, 2024	N/A		7.50	%	8.00	%
From February 19, 2024 through February 19, 2025	1.00	%	8.50	%	9.00	%
From February 19, 2025 through February 19, 2026	1.00	%	9.50	%	10.00	%
From February 19, 2026 through February 19, 2027	1.00	%	10.50	%	11.00	%
From February 19, 2027 through February 19, 2028	1.00	%	11.50	%	12.00	%
From February 19, 2028 through February 19, 2029	1.00	%	12.50	%	13.00	%
From February 19, 2030	N/A		12.50	%	13.00	%

Cik0001812667 Cc Neuberger Principal Holdings Ii

Summary of reconciliation of Class A common stock reflected on the balance sheet


Gross Proceeds	$	828,000,000
Less:
Offering costs allocated to Class A shares subject to possible redemption		(46,345,787)
Proceeds allocated to Public Warrants at issuance		(27,128,720)
Plus:
Accrection on Class A ordinary shares subject to possible redemption amount		73,474,507
Class A ordinary shares subject to possible redemption at December 31, 2021		828,000,000
Increase in redemption value of Class A ordinary shares subject to possible redemption		1,805,195
Class A ordinary shares subject to possible redemption at June 30, 2022	$	829,805,195


Gross Proceeds	$	828,000,000
Less:
Offering costs allocated to Class A ordinary shares subject to possible redemption		(46,345,787)
Proceeds allocated to Public Warrants at issuance		(27,128,720)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		73,474,507
Class A ordinary shares subject to possible redemption	$	828,000,000

Fair Value Measurements (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of assets measured at fair value on a recurring basis

Financial instrument assets recorded at fair value as of June 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,146	$	—	$	—	$	30,146
Derivative assets:
Foreign currency exchange options		—	$	462		—		462
Interest rate swaps		—		2,826		—		2,826
	$	30,146	$	3,288	$	—	$	33,434


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900

Financial instrument assets recorded at fair value as of December 31 are as follows (in thousands):


	2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900


	2020
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	38,093	$	—	$	—	$	38,093
	$	38,093	$	—	$	—	$	38,093

Schedule of change in the fair value of the working capital loan

The following table presents changes in the fair value of the Contingent Consideration for the six months ended June 30, 2022 (in thousands):


December 31, 2021	$	14,039
Change in fair value of Contingent Consideration		742
June 30, 2022	$	14,781

The following table presents changes in the fair value of the Contingent Consideration for the year ended December 31, 2021 (in thousands):


December 31, 2020	$	—
Issuance of Contingent Consideration in connection with acquisition		13,200
Change in fair value of Contingent Consideration		1,373
Effects of fluctuations in foreign currency exchange rates		(534)
December 31, 2021	$	14,039

Cik0001812667 Cc Neuberger Principal Holdings Ii

Summary of assets measured at fair value on a recurring basis


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	—	$	—	$	—

Liabilities:
Derivative warrant liabilities – Public Warrants	$	9,522,000	$	—	$	—
Derivative warrant liabilities – Private Placement Warrants	$	—	$	—	$	23,200,000
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	1,686,000
Working capital loan	$	—	$	—	$	1,065,000

December 31, 2021


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	778,445,880	$	—	$	—

Liabilities:
Derivative warrant liabilities – Public Warrants	$	28,152,000	$	—	$	—
Derivative warrant liabilities – Private Placement Warrants	$	—	$	—	$	54,380,800
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	3,343,000
Working capital loan	$	—	$	—	$	—


Description	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	778,445,880	$	—	$	—
Liabilities:
Derivative liabilities – Public Warrants	$	28,152,000	$	—	$	—
Derivative liabilities – Private Warrants	$	—	$	—	$	54,380,800
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	3,343,000

December 31, 2020


Description	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	720,932,535	$	—	$	—
Liabilities:
Derivative liabilities – Public Warrants	$	36,018,000	$	—	$	—
Derivative liabilities – Private Warrants	$	—	$	—	$	38,233,600
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	13,105,000

(1)

Summary of quantitative information regarding Level 3 fair value measurement


	As of June 30,			As of December 31,
Private Warrants	2022			2021
Stock price	$	9.99		$	9.90
Volatility		15.0	%		40.0	%
Expected life of the options to convert		5.1			5.3
Risk-free rate		3.0	%		1.3	%
Dividend yield		0.0	%		0.0	%


	As of June 30,			As of December 31,
Forward Purchase Agreements	2022			2021
Stock price	$	9.99		$	9.90
Probability of closing		90.0	%		90.0	%
Discount term		0.1			0.3
Risk-free rate		1.3	%		0.1	%
Dividend yield		0.0	%		0.0	%


	As of June 30,			As of December 31,
Working Capital Loan	2022			2021
Stock price	$	9.99		$	—
Annual equity volatility		15.0	%		—
Expected life of the options to convert		5.0			—
Risk-free rate		3.0	%		—
Dividend yield		0.0	%		—
Probability of merger closing		90.0	%		—


	As of			As of
	December 31,			December 31,
Private Warrants	2021			2020
Stock price	$	9.90		$	10.40
Volatility		40.00	%		30.00	%
Expected life of the options to convert		5.3			5.5
Risk-free rate		1.30	%		0.40	%
Dividend yield		0.0	%		0.0	%


	As of			As of
Forward Purchase Agreements	December 31, 2021			December 31, 2020
Stock price	$	9.90		$	10.40
Probability of closing		90.0	%		80.0	%
Discount term		0.3			1.1
Risk-free rate		0.08	%		0.10	%
Dividend yield		0.0	%		0.0	%

Schedule of reconciliation of the beginning and ending balances of the derivative assets and liabilities


Warrant liabilities at December 31, 2021 – Level 3 measurements	$	57,723,800
Change in fair value of warrant liabilities		(31,180,800)
Change in fair value of forward purchase agreement		(1,657,000)
Warrant liabilities at June 30, 2022 – Level 3 measurements	$	24,886,000

Balance as of December 31, 2020	$	51,338,600
Change in fair value of warrant liabilities		(2,969,600)
Change in fair value of forward purchase agreements		(9,706,000)
Balance as of June 30, 2021	$	38,663,000


Balance as of May 12, 2020	$	—
Acquisition date fair value of warrants:
Public warrants issued in the initial public offering		27,117,000
Private placement warrants issued in connection with the initial public offering (a)		32,294,400
Forward purchase agreement liability		1,562,000
Total acquisition date fair value of derivative liabilities		60,973,400
Change in fair value of warrant liabilities		14,840,200
Change in fair value of forward purchase agreement		11,543,000
Transfer to level one		(36,018,000)
Balance as of December 31, 2020		51,338,600
Change in fair value of warrant liabilities		16,147,200
Change in fair value of forward purchase agreement		(9,762,000)
End of period	$	57,723,800

Schedule of change in the fair value of the working capital loan


Fair value at December 31, 2021	$	—
Initial proceeds from working capital loan		850,000
Change in fair value of working capital loan		215,000
Fair value of working capital loan at June 30, 2022	$	1,065,000

Description of Organization, Business Operations and Basis of Presentation - Financing (Details) - USD ($)		12 Months Ended
	Aug. 04, 2020	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Offering cost	$ 46,300,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, gross (in shares)	82,800,000
Share price (in US$ per share)	$ 10.00
Proceeds from issuance of shares	$ 828,000,000.0
Offering cost	46,300,000
Underwriting commissions	29,000,000.0
Principal deposited in Trust Account	$ 828,000,000.0
Minimum market value of acquiree to net asset held in Trust Account (as a percent)	80.00%
Minimum post-business combination ownership (as a percent)	50.00%
Minimum net tangible asset upon consummation of business combination	$ 5,000,001
Minimum percentage of shares requiring prior consent by entity.	15.00%
Public shares to be redeemed if business combination is not completed (as a percent)	100.00%
Threshold period from closing of public offering the company is obligated to complete business combination		24 months
Threshold business days for redemption of shares of trust account	10 days
Maximum net interest to pay dissolution expenses	$ 100,000
Price of warrants (in dollars per share)	$ 1.00	$ 1.00
Principal deposited in Trust Account	$ 828,000,000.0
Over-allotment \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, gross (in shares)	10,800,000
Share price (in US$ per share)	$ 10.00
Private Placement \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued (in shares)	18,560,000
Price of warrants (in dollars per share)	$ 1.00
Proceeds from issuance of warrants	$ 18,600,000
Public Shares \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)	$ 10.00

Description of Organization, Business Operations and Basis of Presentation - Proposed Business Combination (Details) - USD ($)			12 Months Ended
	Dec. 09, 2021	Aug. 04, 2020	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate consideration			$ 108,618,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)		$ 10.00
Number of Class A ordinary share in each unit		1
Number of units sold in initial public offering		82,800,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Number of Class A ordinary share in each unit	20,000,000
Aggregate consideration	$ 200,000,000
Number of warrants to purchase shares issued (in shares)	3,750,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB \| Forward Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Shares issued to equity holders of Griffey Global	20,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class A Common Shares
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)	$ 0.0001
Number of Class A ordinary share in each unit	1
Consideration subscribed in the form of Equity	$ 300,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class A Common Shares \| Forward Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)	$ 10.00
Number of units sold in initial public offering	30,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class A Common Shares \| Equityholders Of Griffey Global
Subsidiary, Sale of Stock [Line Items]
Aggregate consideration	$ 2,912,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class A Common Shares \| PIPE Investors
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)	$ 10.00
Aggregate consideration	$ 360,000,000
Number of units sold in initial public offering	36,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class A Common Shares \| New CCNB
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)	$ 0.0001
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class A Common Shares \| New CCNB \| Equityholders Of Griffey Global
Subsidiary, Sale of Stock [Line Items]
Shares issued to equity holders of Griffey Global	65,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class B Common Shares
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)	$ 0.0001
Number of Class A ordinary share in each unit	1
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class B Common Shares \| New CCNB
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)	$ 0.0001
Forward Purchase Warrants \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued (in shares)	3,750,000

Description of Organization, Business Operations and Basis of Presentation - Liquidity (Details) - USD ($)			6 Months Ended	8 Months Ended	12 Months Ended
	May 18, 2022	Jan. 07, 2022	Jun. 30, 2022	Dec. 31, 2020	Dec. 31, 2021	Aug. 04, 2020
Related Party Transaction [Line Items]
Cash			$ 213,803,000	$ 156,478,000	$ 186,301,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Cash			3,000		290,000
Principal deposited in Trust Account						$ 828,000,000.0
Working capital			815,000		134,000
Proceeds received from note payable to related party				$ 50,000
Loan amount from Sponsor outstanding						$ 267,000
Sponsor Note \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Loan amount from Sponsor outstanding			267,000		267,000
Working Capital Loans \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Outstanding working Capital loan					0
Proceeds from unsecured promissory note	$ 50,000	$ 800,000
Proceeds From Related Party Debts					$ 25,000
Sponsor \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Proceeds received from note payable to related party			$ 25,000

Summary of Significant Accounting Policies (Details) - USD ($)		6 Months Ended	8 Months Ended	12 Months Ended
	Aug. 04, 2020	Jun. 30, 2022	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2019
Number of shares called by each warrants (in shares)	1
Shares subject to possible redemption		715,593	606,910	677,484
Unrecognized tax benefits			$ 47,637,000	$ 33,425,000	$ 45,003,000
Accrued interest and penalties			18,600,000	$ 13,300,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
NAV on investments		$ 1.00		$ 1.00
Federal depository insurance corporation coverage		$ 250,000		$ 250,000
Proceeds received from initial public offering, gross			$ 828,000,000
Number of Class A ordinary share in each unit	1
Number of warrants in a unit	0.25
Number of shares called by each warrants (in shares)	1
Exercise price of warrants (in dollars per share)	$ 11.50
Unrecognized tax benefits		0		0
Accrued interest and penalties		$ 0		$ 0
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Redeemable Warrants
Warrants issued		20,700,000		20,700,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Private Placement Warrants
Warrants issued		18,560,000		18,560,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class A
Number of shares called by each warrants (in shares)		1		1
Exercise price of warrants (in dollars per share)	11.50
Shares subject to possible redemption			82,800,000	82,800,000
Private Placement to purchase		39,260,000		39,260,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class A \| Private Placement Warrants
Exercise price of warrants (in dollars per share)	$ 11.50
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class A common stock subjected to possible redemption
Shares subject to possible redemption		82,800,000		82,800,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement
Number of Class A ordinary share in each unit		1		1
Number of warrants in a unit		0.1875		0.187
Number of shares called by each warrants (in shares)		1		1
Exercise price of warrants (in dollars per share)		$ 11.50		$ 11.50
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement \| Private Placement Warrants
Exercise price of warrants (in dollars per share)		$ 10.00
Private Placement to purchase				10.00
Maximum \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement
Proceeds received from initial public offering, gross		$ 200,000,000
Number of shares called by each warrants (in shares)				200,000,000

Summary of Significant Accounting Policies - Net Income (Loss) Per Ordinary Share (Details) - USD ($)	3 Months Ended		6 Months Ended		8 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Allocation of net income			$ 24,875,000	$ 7,702,000		$ 45,675,000	$ (101,313,000)
Denominator:
Basic weighted average shares outstanding of ordinary shares			153,321,585	153,303,505		153,305,176	153,303,498
Diluted weighted average shares outstanding of ordinary shares			172,452,848	154,096,346		157,544,818	153,303,498
Basic net income (loss) per ordinary share			$ 0.16	$ 0.05		$ 0.30	$ (0.66)
Diluted net income (loss) per ordinary share			$ 0.14	$ 0.05		$ 0.29	$ (0.66)
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Numerator:
Allocation of net income	$ 24,214,413	$ (5,952,512)	$ 37,202,847	$ 14,943,417	$ (28,781,313)	$ (2,063,432)
Denominator:
Basic weighted average shares outstanding of ordinary shares	82,800,000	82,800,000	82,800,000	82,800,000	53,076,923	82,800,000
Diluted weighted average shares outstanding of ordinary shares	82,800,000	82,800,000	82,800,000	82,800,000	53,076,923	82,800,000
Basic net income (loss) per ordinary share	$ 0.29	$ (0.07)	$ 0.45	$ 0.18	$ (0.54)	$ (0.02)
Diluted net income (loss) per ordinary share	$ 0.29	$ (0.07)	$ 0.45	$ 0.18	$ (0.54)	$ (0.02)
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Numerator:
Allocation of net income	$ 7,515,826	$ (1,847,579)	$ 11,547,260	$ 4,638,235	$ (13,037,333)	$ (640,462)
Denominator:
Basic weighted average shares outstanding of ordinary shares	25,700,000	25,700,000	25,700,000	25,700,000	24,042,735	25,700,000
Diluted weighted average shares outstanding of ordinary shares	25,700,000	25,700,000	25,700,000	25,700,000	24,042,735	25,700,000
Basic net income (loss) per ordinary share	$ 0.29	$ (0.07)	$ 0.45	$ 0.18	$ (0.54)	$ (0.02)
Diluted net income (loss) per ordinary share	$ 0.29	$ (0.07)	$ 0.45	$ 0.18	$ (0.54)	$ (0.02)

Initial Public Offering (Details) $ / shares in Units, $ in Millions	Aug. 04, 2020 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Offering cost \| $	$ 46.3
Number of shares called by each warrants (in shares)	1
Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Number of units sold in initial public offering	82,800,000
Price per unit \| $ / shares	$ 10.00
Proceeds from issuance of shares \| $	$ 828.0
Offering cost \| $	46.3
Underwriting commissions \| $	$ 29.0
Exercise price of warrants (in dollars per share) \| $ / shares	$ 11.50
Number of shares called by each warrants (in shares)	1
Number of Class A ordinary share in each unit	1
Number of warrants in a unit	0.25
IPO \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Number of units sold in initial public offering	82,800,000
Offering cost \| $	$ 46.3
Over-allotment \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Number of units sold in initial public offering	10,800,000
Price per unit \| $ / shares	$ 10.00

Private Placement (Details) - USD ($) $ / shares in Units, $ in Millions		6 Months Ended	12 Months Ended
	Aug. 04, 2020	Jun. 30, 2022	Dec. 31, 2021
Private Placement, Disclosure [Line Items]
Number of shares called by each warrants (in shares)	1
Cik0001812667 Cc Neuberger Principal Holdings Ii
Private Placement, Disclosure [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.50
Price of warrants (in dollars per share)	$ 1.00		$ 1.00
Number of shares called by each warrants (in shares)	1
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		30 days	30 days
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Private Placement
Private Placement, Disclosure [Line Items]
Number of warrants to purchase shares issued (in shares)	18,560,000
Price of warrants (in dollars per share)	$ 1.00
Proceeds from issuance of warrants	$ 18.6
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		30 days	30 days
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Private Placement, Disclosure [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.50
Number of warrants to purchase shares issued (in shares)		39,260,000	39,260,000
Number of shares called by each warrants (in shares)		1	1
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Private Placement
Private Placement, Disclosure [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.50
Number of shares called by each warrants (in shares)	1

Related Party Transactions - Founder Shares (Details)						1 Months Ended		8 Months Ended	12 Months Ended
Related Party Transactions - Founder Shares (Details)	Jun. 08, 2021 shares	Aug. 04, 2020 D $ / shares shares	Jul. 30, 2020 shares	Jul. 15, 2020 USD ($) shares	May 19, 2020 USD ($) D shares	Jul. 31, 2021 shares	Jul. 31, 2020 shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2021 $ / shares shares	Jun. 30, 2022 shares
Related Party Transaction [Line Items]
Common stock, shares issued								153,539,011	153,549,011	153,600,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Number of shares held (in shares)			25,700,000
Percentage of founder shares equal		20			20
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares		$ 12.00							$ 12.00
Number of trading days at 12.00 per share or more within 30-day trading period triggering release of lock-up \| D		20			20
Restrictions on transfer period of time after business combination completion		1 year
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination									1 year
Shares Subject To Forfeitures		0	2,700,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class B
Related Party Transaction [Line Items]
Common stock, shares issued			25,700,000					25,700,000	25,700,000	25,700,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class B \| Jonathan Gear
Related Party Transaction [Line Items]
Number of shares transferred (in shares)	40,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class B \| Joel Alsfine
Related Party Transaction [Line Items]
Number of shares transferred (in shares)							40,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class B \| James Quella
Related Party Transaction [Line Items]
Number of shares transferred (in shares)							40,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class A
Related Party Transaction [Line Items]
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		30 days			30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days			150 days
Sponsor \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Capital contribution \| $					$ 25,000
Issuance of Class B ordinary shares to Sponsor (in shares)				22,250,000
Issuance of Class B ordinary shares to Sponsor \| $				$ 22,250,000				$ 25,000
Shares Subject To Forfeitures		0
Sponsor \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Jonathan Gear
Related Party Transaction [Line Items]
Number of shares transferred (in shares)						40,000
Sponsor \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Joel Alsfine
Related Party Transaction [Line Items]
Number of shares transferred (in shares)							40,000
Sponsor \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| James Quella
Related Party Transaction [Line Items]
Number of shares transferred (in shares)							40,000
Sponsor \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Independent Director
Related Party Transaction [Line Items]
Number of shares transferred (in shares)	40,000						40,000
Sponsor \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class B
Related Party Transaction [Line Items]
Common stock, shares issued					7,875,000

Related Party Transactions - Related Party Loans (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii - USD ($)			6 Months Ended		8 Months Ended
	Aug. 04, 2020	May 19, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2021
Related Party Transaction [Line Items]
Proceeds received from note payable to related party					$ 50,000
Borrowed loan amount	$ 267,000
Price of warrants (in dollars per share)	$ 1.00					$ 1.00
Loans convertible into warrants			$ 2,500,000			$ 2,500,000
Proceeds from working capital loan			290,000	$ 0
Proceeds from issuance of debt			290,000
Working capital loan			1,065,000
Working capital loan outstanding						$ 0
Business combination related expenses
Related Party Transaction [Line Items]
Business combination related expenses			560,000
Working Capital Loans
Related Party Transaction [Line Items]
Proceeds received from note payable to related party	$ 0	$ 0
Proceeds from working capital loan			$ 850,000
Maximum
Related Party Transaction [Line Items]
Amount agreed to be loaned		$ 300,000

Related Party Transactions - Additional Information (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii - USD ($)	3 Months Ended		6 Months Ended		8 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2021
Related Party Transaction [Line Items]
General and administrative expenses	$ 1,517,721	$ 801,184	$ 3,791,336	$ 1,094,544	$ 442,331	$ 4,509,681
Neuberger Berman Opportunistic Capital Solutions Master Fund LP [Member]
Related Party Transaction [Line Items]
Purchase price			$ 11.50
Private Placement \| Neuberger Berman Opportunistic Capital Solutions Master Fund LP [Member]
Related Party Transaction [Line Items]
Purchase price			$ 10.00
Chief Financial Officer
Related Party Transaction [Line Items]
Payment per month						20,000
Payment						120,000
Administrative Support Agreement With Member Of Sponsor
Related Party Transaction [Line Items]
Office space, secretarial and administrative services			$ 20,000			20,000
General and administrative expenses	$ 60,000	$ 60,000	120,000	$ 120,000	100,000	240,000
Accrued expenses - related party			470,000		$ 100,000	$ 340,000
Administrative Support Agreement With Member Of Sponsor \| Neuberger Berman Opportunistic Capital Solutions Master Fund LP [Member]
Related Party Transaction [Line Items]
Purchase of Class A ordinary shares			$ 200,000,000

Related Party Transactions - Forward Purchase Agreement (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Aug. 04, 2020
Related Party Transaction [Line Items]
Number of shares called by each warrants (in shares)			1
Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 12.00	$ 12.00
Warrant in each unit (as percent)	0.187%	18.70%
Number of shares called by each warrants (in shares)			1
Warrants \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Number of shares called by each warrants (in shares)	1	1
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Number of shares called by each warrants (in shares)	1	1
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement With Member Of Sponsor [Member]
Related Party Transaction [Line Items]
Units agreed to be purchased, authorized amount		$ 200,000,000
Purchase price per unit (in dollars per share)		$ 10.00
Number of Forward Purchase Shares that each unit consists (in shares)	1	1
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 11.50

Commitments and Contingencies (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii		6 Months Ended	8 Months Ended	12 Months Ended
	Aug. 04, 2020 USD ($) $ / shares	Jun. 30, 2022 USD ($) item shares	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares
Other Commitments [Line Items]
Maximum number of demands \| item		3
Underwriting discount (in dollars per unit) \| $ / shares	$ 0.20			$ 0.20
Payments of underwriting discount	$ 16,600,000			$ 16,600,000
Deferred underwriting commission (in dollars per unit) \| $ / shares	$ 0.35			$ 0.35
Deferred underwriting commissions in connection with the initial public offering	$ 29,000,000.0		$ 28,980,000	$ 29,000,000.0
Non current accounts payable and accrued expenses				3,900,000
Deferred legal fees		$ 5,900,000		$ 3,900,000
Over-allotment
Other Commitments [Line Items]
Period to exercise the over-allotment option		45 days		45 days
Additional units granted to underwriters to purchase \| shares		10,800,000		10,800,000

Class A Ordinary Shares Subject to Possible Redemption (Details)	6 Months Ended	8 Months Ended	12 Months Ended
	Jun. 30, 2022 USD ($) item $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) Vote $ / shares shares
Redeemable Noncontrolling Interest [Line Items]
Temporary equity, shares authorized \| shares	900,000		900,000
Temporary equity, par value \| $ / shares	$ 0.01		$ 0.01
Shares subject to possible redemption \| shares	715,593	606,910	677,484
Class A ordinary shares subject to possible redemption	$ 723,902,000		$ 685,350,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Redeemable Noncontrolling Interest [Line Items]
Increase in redemption value of Class A ordinary shares subject to possible redemption		$ (73,474,507)
Class A ordinary shares subject to possible redemption		$ 828,000,000	$ 828,000,000
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Redeemable Noncontrolling Interest [Line Items]
Temporary equity, shares authorized \| shares	500,000,000		500,000,000
Temporary equity, par value \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Shares subject to possible redemption \| shares		82,800,000	82,800,000
Gross Proceeds			$ 828,000,000
Offering costs allocated to Class A ordinary shares subject to possible redemption			(46,345,787)
Proceeds allocated to Public Warrants at issuance			(27,128,720)
Increase in redemption value of Class A ordinary shares subject to possible redemption			73,474,507
Class A ordinary shares subject to possible redemption			$ 828,000,000
Common Stock Number Of Votes Per share	1		1
Class A common stock subjected to possible redemption \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Redeemable Noncontrolling Interest [Line Items]
Temporary equity, par value \| $ / shares	$ 0.0001		$ 0.0001
Shares subject to possible redemption \| shares	82,800,000		82,800,000
Gross Proceeds			$ 828,000,000
Offering costs allocated to Class A ordinary shares subject to possible redemption			(46,345,787)
Proceeds allocated to Public Warrants at issuance			(27,128,720)
Increase in redemption value of Class A ordinary shares subject to possible redemption	$ 1,805,195		73,474,507
Class A ordinary shares subject to possible redemption	$ 829,805,195		$ 828,000,000

Shareholders' Equity (Deficit) - Common Stock (Details)				1 Months Ended		6 Months Ended	12 Months Ended
Shareholders' Equity (Deficit) - Common Stock (Details)	Jun. 08, 2021 shares	Jul. 30, 2020 shares	Jul. 15, 2020 shares	Jul. 31, 2021 shares	Jul. 31, 2020 shares	Jun. 30, 2022 item $ / shares shares	Dec. 31, 2021 Vote $ / shares shares	Dec. 31, 2020 $ / shares shares	Aug. 04, 2020 shares	May 19, 2020 shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)						185,000,000.0	185,000,000.0	185,000,000.0
Common shares, par value (in dollars per share) \| $ / shares						$ 0.01	$ 0.01	$ 0.01
Shares issued (in shares)						153,600,000	153,549,011	153,539,011
Shares outstanding (in shares)						153,300,000	153,313,505	153,303,505
Temporary equity, shares outstanding						715,593	677,484	606,910
Cik0001812667 Cc Neuberger Principal Holdings Ii
Class of Stock [Line Items]
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares		20.00%
Number of Class A common stock issued upon conversion of each share (in shares)						1
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Sponsor \| Joel Alsfine
Class of Stock [Line Items]
Number of shares transferred (in shares)					40,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Sponsor \| James Quella
Class of Stock [Line Items]
Number of shares transferred (in shares)					40,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Sponsor \| Jonathan Gear
Class of Stock [Line Items]
Number of shares transferred (in shares)				40,000
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Class of Stock [Line Items]
Common shares, shares authorized (in shares)						500,000,000	500,000,000	500,000,000
Common shares, par value (in dollars per share) \| $ / shares						$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share						1	1
Ordinary shares issued and outstanding, including redemption						82,800,000	82,800,000
Temporary equity, shares outstanding							82,800,000	82,800,000
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares		20.00%
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Class of Stock [Line Items]
Common shares, shares authorized (in shares)						50,000,000	50,000,000	50,000,000
Common shares, par value (in dollars per share) \| $ / shares						$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share						1	1
Shares issued (in shares)		25,700,000				25,700,000	25,700,000	25,700,000
Shares outstanding (in shares)		25,700,000				25,700,000	25,700,000	25,700,000
Number of shares subject to forfeiture						2,700,000
Number of shares not subjected forfeiture									0
Temporary equity, shares outstanding							2,700,000
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Joel Alsfine
Class of Stock [Line Items]
Number of shares transferred (in shares)					40,000
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| James Quella
Class of Stock [Line Items]
Number of shares transferred (in shares)					40,000
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Jonathan Gear
Class of Stock [Line Items]
Number of shares transferred (in shares)	40,000
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Sponsor
Class of Stock [Line Items]
Shares issued (in shares)										7,875,000
Number of Class A common stock issued upon conversion of each share (in shares)			22,250,000

Shareholders' Equity (Deficit) - Preferred Stock (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii - $ / shares	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0	0
Preferred shares, shares outstanding	0	0	0

Derivative Liabilities - Warrants (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days	30 days
Public Warrants exercisable term from the closing of the public offering	12 months	12 months
Threshold maximum period for filing registration statement after business combination	20 days	20 days
Public Warrants expiration term	5 years	5 years
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days	30 days
Minimum threshold written notice period for redemption of public warrants	30 days	30 days
Threshold trading days for redemption of public warrants	20 days	20 days
Threshold number of specified consecutive trading days for stock price trigger considered for redemption of warrants.	30 days	30 days
Vote of holders	50.00%	50.00%
Class A
Class of Warrant or Right [Line Items]
Public Warrants expiration term		60 days
Redemption price per public warrant (in dollars per share)	$ 0.01	$ 0.01
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00	$ 18.00
Public Warrants
Class of Warrant or Right [Line Items]
Warrants Outstanding	20,700,000
Threshold maximum period for registration statement to become effective after business combination	60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants Outstanding	18,560,000	18,560,000
Redemption Of Warrants Commencing Ninety Days After Warrants Become Exercisable
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.10	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10.00	$ 10.00
Redemption period after the public warrants become exercisable	90 days	90 days
Number of trading days on which fair market value of shares is reported	10 days	10 days

Derivative Liabilities - Forward Purchase Agreement (Details) - USD ($)		6 Months Ended	8 Months Ended	12 Months Ended
	Aug. 04, 2020	Jun. 30, 2022	Dec. 31, 2020	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Number of shares called by each warrants (in shares)	1
Cik0001812667 Cc Neuberger Principal Holdings Ii
Class of Warrant or Right [Line Items]
Proceeds received from initial public offering, gross			$ 828,000,000
Number of Class A ordinary share in each unit	1
Number of warrants in a unit	0.25
Number of shares called by each warrants (in shares)	1
Exercise price of warrants (in dollars per share)	$ 11.50
Share Price	$ 10.00
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement
Class of Warrant or Right [Line Items]
Number of Class A ordinary share in each unit		1		1
Number of warrants in a unit		0.1875		0.187
Number of shares called by each warrants (in shares)		1		1
Exercise price of warrants (in dollars per share)		$ 11.50		$ 11.50
Share Price				$ 10.00
Proceeds received from initial public offering				$ 200,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Maximum \| Forward Purchase Agreement
Class of Warrant or Right [Line Items]
Proceeds received from initial public offering, gross		$ 200,000,000
Number of shares called by each warrants (in shares)				200,000,000
Private Placement Warrants \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)		$ 10.00
Share Price		$ 10.00

Fair Value Measurements - Fair value hierarchy (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Cik0001812667 Cc Neuberger Principal Holdings Ii
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	$ 829,905,195	$ 828,616,552	$ 828,291,565
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Marketable Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	$ 6,025	$ 19,960	51,713,546
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities.			$ 60,973,400
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		$ 30,900,000	$ 38,093,000
Recurring \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		30,096,000	38,093,000
Recurring \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		804,000
Recurring \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Level 1 \| U.S. Treasury Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		778,445,880	720,932,535
Recurring \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Public Warrants \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities.	$ 9,522,000	28,152,000	36,018,000
Recurring \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Private Placement Warrants \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities.	23,200,000	54,380,800	38,233,600
Recurring \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities.	1,686,000	$ 3,343,000	$ 13,105,000
Recurring \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Working capital loan \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities.	$ 1,065,000

Fair Value Measurements (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii - USD ($)	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 829,905,195	$ 828,616,552	$ 828,291,565
Marketable Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	6,025	19,960	51,713,546
Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 829,899,170	$ 50,150,712	$ 55,645,484

Fair Value Measurements - Additional Information (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii - USD ($)	3 Months Ended		6 Months Ended		8 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Transfer of assets from level 1 to level 2	$ 0		$ 0			$ 0
Transfer of assets from level 2 to level 1	0		0			0
Transfer of liabilities from level 1 to level 2	0		0			0
Transfer of liabilities from level 2 to level 1	0		0			0
Transfer of assets into level 3			0
Transfer of assets out of Level 3	0
Transfer of liabilities into level 3			0
Transfer of liabilities from level 3			0
Increase in the fair value of liabilities					$ 40,100,000	$ 1,500,000
(Loss) Benefit due to changes in fair value of derivative liabilities	$ 32,200,000	$ (7,000,000.0)	$ 51,300,000	$ 20,500,000
Percentage of Probability of Successful Business Combination			90.00%		80.00%	90.00%	80.00%

Fair Value Measurements - Derivative Liability (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Beginning Balance of Warrant liabilities	$ 14,039,000
Change in fair value of warrant liabilities	742,000		$ 1,373,000
Ending Balance of Warrant liabilities	14,781,000		14,039,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Beginning Balance of Warrant liabilities	57,723,800	$ 51,338,600	51,338,600
Change in fair value of warrant liabilities	(31,180,800)	(2,969,600)
Change in fair value of forward purchase agreement	(1,657,000)	(9,706,000)
Ending Balance of Warrant liabilities	$ 24,886,000	$ 38,663,000	$ 57,723,800

Fair Value Measurements - Level 3 fair value measurement inputs (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii	Jun. 30, 2022 Y $ / shares	Dec. 31, 2021 Y $ / shares	Dec. 31, 2020 Y $ / shares
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan \| $ / shares	9.99
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan	15.0
Expected life of the options to convert
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan \| Y	5.0
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan	3.0
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan	0.0
Probability of merger closing
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan	90.0
Private Warrant [Member] \| Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input \| $ / shares	9.99	9.90	10.40
Private Warrant [Member] \| Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	15.0	40.00	30.00
Private Warrant [Member] \| Expected life of the options to convert
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input \| Y	5.1	5.3	5.5
Private Warrant [Member] \| Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.0	1.3	0.40
Private Warrant [Member] \| Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.0	0.0	0.0
Forward Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input		0.1
Forward Purchase Agreement \| Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input \| $ / shares	9.99	9.90	10.40
Forward Purchase Agreement \| Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.3	0.1
Forward Purchase Agreement \| Probability of closing
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	90.0	90.0	80.0
Forward Purchase Agreement \| Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.0	0.0	0.0
Forward Purchase Agreement \| Discount term
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input \| Y	0.1	0.3	1.1

Fair Value Measurements - Working Capital Loan (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance of Warrant liabilities	$ 14,039,000
Change in fair value of working capital loan	742,000		$ 1,373,000
Ending Balance of Warrant liabilities	14,781,000		14,039,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance of Warrant liabilities	57,723,800	$ 51,338,600	51,338,600
Change in fair value of working capital loan	(31,180,800)	(2,969,600)
Ending Balance of Warrant liabilities	24,886,000	$ 38,663,000	$ 57,723,800
Working capital loan \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial proceeds from working capital loan	850,000
Change in fair value of working capital loan	215,000
Ending Balance of Warrant liabilities	$ 1,065,000

Subsequent Events (Details) - USD ($)		12 Months Ended
Subsequent Events (Details) - USD ($)	Jul. 22, 2022	Dec. 31, 2021	Jun. 30, 2022
Subsequent Event [Line Items]
Aggregate consideration		$ 108,618,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class A common stock subjected to possible redemption
Subsequent Event [Line Items]
Redemption value of public shares (in US$ per share)		$ 10.00	$ 10.02
Subsequent Event \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsequent Event [Line Items]
Aggregate consideration	$ 200,000,000
Subsequent Event \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class A common stock subjected to possible redemption
Subsequent Event [Line Items]
Number of shares redeemed	82,291,689
Redemption value of public shares (in US$ per share)	$ 10.03
Aggregate consideration for redemption	$ 825,200,000

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	May 11, 2020
Current assets:
Prepaid expenses	$ 11,101,000		$ 12,778,000			$ 15,679,000
Total current assets	385,273,000		375,029,000			331,955,000
Total Assets	2,595,043,000		2,578,007,000			2,513,715,000
Current liabilities:
Accounts payable	88,409,000		94,993,000			95,587,000
Accrued expenses	60,627,000		66,569,000			37,059,000
Total current liabilities	325,743,000		346,095,000			303,971,000
Derivative liabilities			13,073,000			31,325,000
Total Liabilities	2,176,140,000		2,191,342,000			2,219,318,000
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.00 per share at March 31, 2022 and December 31, 2021, respectively	723,902,000		685,350,000
Shareholders' Deficit
Ordinary Shares	1,533,000		1,533,000			1,533,000
Additional paid-in capital	898,177,000		933,569,000			998,487,000
Accumulated deficit	(1,141,373,000)		(1,203,440,000)			(1,320,508,000)
Total Shareholders' Deficit	(353,429,000)		(346,741,000)			(367,288,000)
Total Liabilities and Shareholders' Deficit	2,595,043,000		2,578,007,000			2,513,715,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Current assets:
Cash	3,213		290,297			737,786
Prepaid expenses	76,792		243,042			656,869
Total current assets	80,005		533,339			1,394,655
Investments and cash held in Trust Account	829,905,195		828,616,552			828,291,565
Total Assets	829,985,200		829,149,891			829,686,220
Current liabilities:
Accounts payable	17,063		19,442			424,913
Accrued expenses	408,988		34,240			92,860
Accrued expenses - related party	469,100		345,650			100,000
Total current liabilities	895,151		399,332			617,773
Non-current accounts payable and accrued expenses	5,858,989		3,866,806
Working capital loan	1,065,000
Deferred underwriting commissions in connection with the initial public offering	28,980,000		28,980,000			28,980,000
Derivative liabilities	34,408,000		85,875,800			87,356,600
Total Liabilities	71,207,140		119,121,938			116,954,373
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.00 per share at March 31, 2022 and December 31, 2021, respectively			828,000,000			828,000,000
Shareholders' Deficit
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding
Additional paid-in capital
Accumulated deficit	(71,029,705)		(117,974,617)			(115,270,723)
Total Shareholders' Deficit	(71,027,135)	$ (100,952,179)	(117,972,047)	$ (95,686,501)	$ (87,886,410)	(115,268,153)	$ 0
Total Liabilities and Shareholders' Deficit	829,985,200		829,149,891			829,686,220
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Current liabilities:
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.00 per share at March 31, 2022 and December 31, 2021, respectively			828,000,000
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Shareholders' Deficit
Ordinary Shares	$ 2,570		$ 2,570			$ 2,570

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 30, 2020
Temporary equity, par value	$ 0.01	$ 0.01
Temporary equity, shares authorized	900,000	900,000
Temporary equity, shares outstanding	715,593	677,484	606,910
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized	185,000,000.0	185,000,000.0	185,000,000.0
Common stock, shares issued	153,600,000	153,549,011	153,539,011
Common stock, shares outstanding	153,300,000	153,313,505	153,303,505
Cik0001812667 Cc Neuberger Principal Holdings Ii
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Temporary equity, par value	$ 0.0001	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	500,000,000	500,000,000
Temporary equity, shares outstanding		82,800,000	82,800,000
Temporary equity, redemption price per share		$ 10.00	$ 10.00
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000	500,000,000
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Temporary equity, shares outstanding		2,700,000
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000	50,000,000
Common stock, shares issued	25,700,000	25,700,000	25,700,000	25,700,000
Common stock, shares outstanding	25,700,000	25,700,000	25,700,000	25,700,000

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended				6 Months Ended		8 Months Ended	12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Loss from operations					$ 96,043,000	$ 92,365,000		$ 201,986,000	$ 156,256,000
Other income:
Total other income (expense)					355,000	300,000		$ 612,000	$ 139,000
Net income (loss)					$ 63,802,000	$ 42,269,000
Basic weighted average shares outstanding of ordinary shares					153,321,585	153,303,505		153,305,176	153,303,498
Diluted weighted average shares outstanding of ordinary shares					172,452,848	154,096,346		157,544,818	153,303,498
Basic net income per ordinary share					$ 0.16	$ 0.05		$ 0.30	$ (0.66)
Diluted net income per ordinary share					$ 0.14	$ 0.05		$ 0.29	$ (0.66)
Cik0001812667 Cc Neuberger Principal Holdings Ii
General and administrative expenses	$ 1,517,721		$ 801,184		$ 3,791,336	$ 1,094,544	$ 442,331	$ 4,509,681
Loss from operations	(1,517,721)		(801,184)		(3,791,336)	(1,094,544)	(442,331)	(4,509,681)
Other income:
Change in fair value of derivative liabilities	32,166,000		(6,993,600)		51,252,800	20,541,600	(40,117,600)	1,480,800
Financing costs							(1,550,280)
Unrealized gain on investments held in Trust Account	1,081,960		(5,307)		1,288,643	134,596	291,565	324,987
Total other income (expense)	33,247,960		(6,998,907)		52,541,443	20,676,196	(41,376,315)	1,805,787
Net income (loss)	$ 31,730,239	$ 17,019,868	$ (7,800,091)	$ 27,381,743	$ 48,750,107	$ 19,581,652	$ (41,818,646)	$ (2,703,894)
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Other income:
Basic weighted average shares outstanding of ordinary shares	82,800,000		82,800,000		82,800,000	82,800,000	53,076,923	82,800,000
Diluted weighted average shares outstanding of ordinary shares	82,800,000		82,800,000		82,800,000	82,800,000	53,076,923	82,800,000
Basic net income per ordinary share	$ 0.29		$ (0.07)		$ 0.45	$ 0.18	$ (0.54)	$ (0.02)
Diluted net income per ordinary share	$ 0.29		$ (0.07)		$ 0.45	$ 0.18	$ (0.54)	$ (0.02)
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Other income:
Basic weighted average shares outstanding of ordinary shares	25,700,000		25,700,000		25,700,000	25,700,000	24,042,735	25,700,000
Diluted weighted average shares outstanding of ordinary shares	25,700,000		25,700,000		25,700,000	25,700,000	24,042,735	25,700,000
Basic net income per ordinary share	$ 0.29		$ (0.07)		$ 0.45	$ 0.18	$ (0.54)	$ (0.02)
Diluted net income per ordinary share	$ 0.29		$ (0.07)		$ 0.45	$ 0.18	$ (0.54)	$ (0.02)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class A Cik0001812667 Cc Neuberger Principal Holdings Ii Common Stock	Class A Cik0001812667 Cc Neuberger Principal Holdings Ii	Class B Cik0001812667 Cc Neuberger Principal Holdings Ii Sponsor Common Stock	Class B Cik0001812667 Cc Neuberger Principal Holdings Ii Common Stock	Cik0001812667 Cc Neuberger Principal Holdings Ii Sponsor Additional Paid-in Capital	Cik0001812667 Cc Neuberger Principal Holdings Ii Sponsor	Cik0001812667 Cc Neuberger Principal Holdings Ii Additional Paid-in Capital	Cik0001812667 Cc Neuberger Principal Holdings Ii Accumulated Deficit	Cik0001812667 Cc Neuberger Principal Holdings Ii	Common Stock	Accumulated Deficit	Total
Beginning balance at May. 11, 2020	$ 0			$ 0			$ 0	$ 0	$ 0
Beginning balance (in shares) at May. 11, 2020	0			0
Issuance of Class B ordinary shares to Sponsor			$ 2,570		$ 22,430	$ 25,000
Issuance of Class B ordinary shares to Sponsor (in shares)			25,700,000
Temporary Equity, Accretion to Redemption Value, Adjustment							(22,430)	(73,452,077)	(73,474,507)
Net loss								(41,818,646)	(41,818,646)
Ending balance at Dec. 31, 2020	$ 0			$ 2,570			0	(115,270,723)	(115,268,153)			$ (367,288,000)
Ending balance (in shares) at Dec. 31, 2020	0			25,700,000						153,303,505
Net loss	$ 0			$ 0			0	27,381,743	27,381,743
Ending balance at Mar. 31, 2021	$ 0			$ 2,570			0	(87,888,980)	(87,886,410)
Ending balance (in shares) at Mar. 31, 2021	0			25,700,000
Beginning balance at Dec. 31, 2020	$ 0			$ 2,570			0	(115,270,723)	(115,268,153)			(367,288,000)
Beginning balance (in shares) at Dec. 31, 2020	0			25,700,000						153,303,505
Net loss									19,581,652		$ 42,128,000	42,269,000
Ending balance at Jun. 30, 2021	$ 0			$ 2,570			0	(95,689,071)	(95,686,501)
Ending balance (in shares) at Jun. 30, 2021	0			25,700,000						153,303,505
Beginning balance at Dec. 31, 2020	$ 0			$ 2,570			0	(115,270,723)	(115,268,153)			(367,288,000)
Beginning balance (in shares) at Dec. 31, 2020	0			25,700,000						153,303,505
Temporary Equity, Accretion to Redemption Value, Adjustment		$ 73,474,507
Net loss								(2,703,894)	(2,703,894)
Ending balance at Dec. 31, 2021	$ 0			$ 2,570			0	(117,974,617)	(117,972,047)			(346,741,000)
Ending balance (in shares) at Dec. 31, 2021	0			25,700,000						153,313,505
Beginning balance at Mar. 31, 2021	$ 0			$ 2,570			0	(87,888,980)	(87,886,410)
Beginning balance (in shares) at Mar. 31, 2021	0			25,700,000
Net loss	$ 0			$ 0			0	(7,800,091)	(7,800,091)
Ending balance at Jun. 30, 2021	$ 0			$ 2,570			0	(95,689,071)	(95,686,501)
Ending balance (in shares) at Jun. 30, 2021	0			25,700,000						153,303,505
Beginning balance at Dec. 31, 2021	$ 0			$ 2,570			0	(117,974,617)	(117,972,047)			(346,741,000)
Beginning balance (in shares) at Dec. 31, 2021	0			25,700,000						153,313,505
Net loss	$ 0			$ 0			0	17,019,868	17,019,868
Ending balance at Mar. 31, 2022	$ 0			$ 2,570			0	(100,954,749)	(100,952,179)
Ending balance (in shares) at Mar. 31, 2022	0			25,700,000
Beginning balance at Dec. 31, 2021	$ 0			$ 2,570			0	(117,974,617)	(117,972,047)			(346,741,000)
Beginning balance (in shares) at Dec. 31, 2021	0			25,700,000						153,313,505
Net loss									48,750,107		$ 63,427,000	63,802,000
Ending balance at Jun. 30, 2022	$ 0			$ 2,570			0	(71,029,705)	(71,027,135)			(353,429,000)
Ending balance (in shares) at Jun. 30, 2022	0			25,700,000						153,322,880
Beginning balance at Mar. 31, 2022	$ 0			$ 2,570			0	(100,954,749)	(100,952,179)
Beginning balance (in shares) at Mar. 31, 2022	0			25,700,000
Shares subject to possible redemption	$ 0			$ 0			0	(1,805,195)	(1,805,195)
Shares subject to possible redemption (in shares)	0			0
Net loss	$ 0			$ 0			0	31,730,239	31,730,239
Ending balance at Jun. 30, 2022	$ 0			$ 2,570			$ 0	$ (71,029,705)	$ (71,027,135)			$ (353,429,000)
Ending balance (in shares) at Jun. 30, 2022	0			25,700,000						153,322,880

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended		8 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net income			$ 63,802,000	$ 42,269,000		$ 117,397,000	$ (37,375,000)
Changes in operating assets and liabilities:
Accrued expenses			(20,097,000)	3,468,000		18,712,000	(13,443,000)
Net cash used in operating activities			80,304,000	86,969,000		188,890,000	148,463,000
Cash Flows from Investing Activities
Net cash used in investing activities			(32,372,000)	(114,462,000)		(136,926,000)	(53,484,000)
Cash Flows from Financing Activities:
Payment of offering costs			(4,741,000)			(1,851,000)
Net cash provided by financing activities			(9,912,000)	(12,249,000)		(19,265,000)	(52,002,000)
Cash - beginning of the period			191,529,000	161,309,000		161,309,000	118,228,000
Cash - end of the period	$ 218,371,000	$ 121,476,000	218,371,000	121,476,000	$ 161,309,000	191,529,000	161,309,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Cash Flows from Operating Activities:
Net income			48,750,107	19,581,652	(41,818,646)	(2,703,894)
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares					5,000
Change in fair value of derivative liabilities	(32,166,000)	6,993,600	(51,252,800)	(20,541,600)	40,117,600	(1,480,800)
Financing costs					1,550,280
Merger expenses paid by Sponsor in exchange for working capital loan			560,000	0
Unrealized gain on investments held in Trust Account	(1,081,960)	5,307	(1,288,643)	(134,596)	(291,565)	(324,987)
Changes in operating assets and liabilities:
Prepaid expenses			166,250	172,578	(636,869)	413,827
Accounts payable			(2,379)	21,843	60,325	(405,471)
Accrued expenses			374,748	(90,879)	7,860	(58,620)
Accrued expenses - related party			123,450	120,000	100,000	245,650
Non-current accounts payable and accrued expenses			1,992,183	566,305		3,866,806
Net cash used in operating activities			(577,084)	(304,697)	(906,015)	(447,489)
Cash Flows from Investing Activities
Principal deposited in Trust Account					(828,000,000)
Net cash used in investing activities					(828,000,000)
Cash Flows from Financing Activities:
Proceeds from working capital loan			290,000	0
Repayment of note payable to related parties					(266,737)
Proceeds from private placement					18,560,000
Payment of offering costs					(16,699,462)
Net cash provided by financing activities			290,000	0	829,643,801
Net change in cash			(287,084)	(304,697)	737,786	(447,489)
Cash - beginning of the period			290,297	737,786	0	737,786
Cash - end of the period	$ 3,213	$ 433,089	$ 3,213	$ 433,089	737,786	$ 290,297	$ 737,786
Supplemental disclosure of noncash investing and financing activities:
Prepaid expenses paid in exchange for issuance of Class B ordinary shares to Sponsor					20,000
Offering costs included in accounts payable					364,588
Offering costs included in accrued expenses					85,000
Offering costs paid by Sponsor through note payable					$ 216,737

Description of Organization, Business Operations and Basis of Presentation

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Cik0001812667 Cc Neuberger Principal Holdings Ii

Description of Organization, Business Operations and Basis of Presentation

Note 1 — Description of Organization, Business Operations and Basis of Presentation

Getty Business Combination

The Business Combination Agreement and the transactions contemplated thereby (the “Getty Business Combination”) were approved by the board of directors of each of the Company and Griffey Global.

Consideration

Forward Purchase Agreement and Backstop Agreement

Prior to Getty Business Combination

Basis of Presentation

Risk and Uncertainties

and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected.

Going Concern

As of June 30, 2022, the Company had approximately $3,000 in its operating bank account and negative working capital of approximately $815,000.

Note 1 — Description of Organization, Business Operations and Basis of Presentation

Upon the closing of the Initial Public Offering and the Private Placement, $828.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants were placed in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Proposed Business Combination

The Business Combination Agreement and the transactions contemplated thereby (the “Business Combination”) were approved by the board of directors of each of the Company and Griffey Global.

Consideration

Forward Purchase Agreement and Backstop Agreement

Basis of Presentation

Risk and Uncertainties

Going Concern

As of December 31, 2021, the Company had approximately $290,000 in its operating bank account and working capital of approximately $134,000.

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, and a loan of approximately $267,000 pursuant to the Note issued to the Sponsor (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on September 10, 2020. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan (see Note 2). On January 7, 2022, the Company issued an unsecured promissory note in the principal amount of $800,000 to the Sponsor as a Working Capital Loan (see Note 11).

In connection with the Company's assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that if the Company is unable to complete a Business Combination by August 4, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company's working capital deficit raise substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 4, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by August 4, 2022.

Summary of Significant Accounting Policies

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of June 30, 2022 and December 31, 2021 (in thousands):


	As of June 30, 2022		As of December 31, 2021
Cash and cash equivalents	$	213,803	$	186,301
Restricted cash		4,568		5,228
Total cash, cash equivalents and restricted cash	$	218,371	$	191,529

Restricted cash consists of cash held as collateral related to corporate credit cards and real estate lease obligations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Principles — The consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of December 31, 2021 and 2020 (in thousands):


	As of December 31,
	2021		2020
Cash and cash equivalents	$	186,301	$	156,478
Restricted cash		5,228		4,831
Total cash, cash equivalents and restricted cash	$	191,529	$	161,309

Restricted cash primarily consists of cash held as collateral related to corporate credit cards and real estate lease obligations.

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Allowance for doubtful accounts changed as follows during the years presented (in thousands):


	Year Ended December 31,
	2021		2020
Beginning of year	$	7,773	$	7,843
Provision		750		2,002
Deductions		(2,577)		(2,072)
End of year	$	5,946	$	7,773

Deductions represent balances written off, net of amounts recovered that had previously been written off, and the effect of exchange rate fluctuations.

The Company maintains a credit department that sets and monitors credit policies that establish credit limits and ascertains customer creditworthiness, thus reducing the risk of potential credit loss. Revenue is not recognized unless it is determined that collectability is reasonably assured. Revenue is recorded at invoiced amounts (including discounts and applicable sales taxes) less an allowance for sales returns which is based on historical information. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms.

For digital content licenses, the Company recognizes revenue on both its capped subscription-based, credit-based sales and single image licenses when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for capped subscription-based and credit- based products and recognizes the revenue associated with the unused licenses throughout the subscription or credit period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products.

See “Note 11 — Revenue” and “Note 20 — Segment and Geographic Information” for additional revenue disclosures.

Cik0001812667 Cc Neuberger Principal Holdings Ii

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Use of Estimates

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Investment Securities Held in Trust Account

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

●

Working Capital Loan

Non-current Accounts Payable and Accrued Expenses

Derivative Liabilities

In the event of an unsuccessful business combination, the warrants will expire worthless, with no cash settlement and the change in fair value adjusted through earnings.

significant volatility in the Company’s stock price or interest rates, the fair value calculated from one balance sheet period to the next could be materially different.

Offering Costs Associated with the Initial Public Offering

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

Net Income (Loss) Per Ordinary Share


	For the Three Months Ended				For the Six Months Ended
	June 30, 2022				June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	24,214,413	$	7,515,826	$	37,202,847	$	11,547,260

Denominator:
Basic and diluted weighted average common shares outstanding		82,800,000		25,700,000		82,800,000		25,700,000

Basic and diluted net income per common share	$	0.29	$	0.29	$	0.45	$	0.45


	For the Three Months Ended				For the Six Months Ended
	June 30, 2021				June 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss (income)	$	(5,952,512)	$	(1,847,579)	$	14,943,417	$	4,638,235

Denominator:
Basic and diluted weighted average common shares outstanding		82,800,000		25,700,000		82,800,000		25,700,000

Basic and diluted net loss (income) per common share	$	(0.07)	$	(0.07)	$	0.18	$	0.18

Recent Accounting Pronouncements

Note 2 — Summary of Significant Accounting Policies

Use of Estimates

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

Fair Value Measurement

●

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

●

Non-current Accounts Payable and Accrued Expenses

Derivative Liabilities

In the event of an unsuccessful business combination, the warrants will expire worthless, with no cash settlement and the change in fair value adjusted through earnings.

For equity-linked contracts that are classified as assets or liabilities, the Company recognizes the fair value of the equity-linked contracts at each balance sheet date and records the change in the consolidated statements of operations as a (gain) loss on change in fair value of derivative liabilities. The Public Warrants were initially valued using a binomial lattice pricing model when the Public Warrants were not yet trading and did not have observable pricing, and are now valued based on public market quoted prices. The Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend rate, expiration dates and risk-free rates.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting discounts and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative liabilities are expensed as incurred, presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

Net Income Per Ordinary Share

The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 39,260,000, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the periods presented. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.


	For the Year Ended December 31, 2021
	Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(2,063,432)	$	(640,462)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		82,800,000		25,700,000
Basic and diluted net loss per ordinary share	$	(0.02)	$	(0.02)


	For the Period From May 12, 2020
	(Inception) Through December 31, 2020
	Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(28,781,313)	$	(13,037,333)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		53,076,923		24,042,735
Basic and diluted net loss per ordinary share	$	(0.54)	$	(0.54)

Income Taxes

FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recently Adopted Accounting Standards

Recent Accounting Pronouncements

Initial Public Offering

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Cik0001812667 Cc Neuberger Principal Holdings Ii

Initial Public Offering

Note 3 — Initial Public Offering

Private Placement

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Cik0001812667 Cc Neuberger Principal Holdings Ii

Private Placement

Note 4 — Private Placement

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. Certain proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

Related Party Transactions

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Cik0001812667 Cc Neuberger Principal Holdings Ii

Related Party Transactions

Note 5 — Related Party Transactions

Founder Shares

Related Party Loans

Administrative Support Agreement

Forward Purchase Arrangement

Note 5 — Related Party Transactions

Founder Shares

On May 19, 2020, the Company issued 7,875,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for a capital contribution of $25,000. On July 15, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 22,250,000 Founder Shares. Subsequent to this share capitalization, in July 2020, the Sponsor transferred 40,000 Founder Shares to each of Joel Alsfine and James Quella, the independent director nominees. On July 30, 2020, the Company effected a share capitalization resulting in the Initial Shareholders holding an aggregate of 25,700,000 Founder Shares, including up to 2,700,000 shares were subject to forfeiture to the Company for no consideration to the extent that the option to purchase additional units is not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of Class A ordinary shares to be sold pursuant to any forward purchase agreement entered into in connection with the Initial Public Offering (the “Forward Purchase Agreement”). All shares and the associated amounts have been retroactively restated to reflect the share capitalizations. On August 4, 2020, the underwriters fully exercised the over-allotment option; thus, no Founder Shares are currently subject to forfeiture. On June 8, 2021, the Sponsor transferred 40,000 Founder Shares to Jonathan Gear, a newly appointed independent director.

The Initial Shareholders have agreed not to transfer, assign or sell, subject to certain limited exceptions, any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) subsequent to the initial Business Combination (x) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (y) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares.

Related Party Loans

Administrative Support Agreement

Forward Purchase Arrangement

Performance Based Compensation

Commitments and Contingencies

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Commitments and Contingencies

10.

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES


	Years Ending December 31,
	2022		2023		2024		2025		2026		Thereafter		Total
USD Term Loans and EUR Term loans:
Principal payments	$	10,400	$	10,400	$	10,400	$	10,400	$	1,429,998	$	—	$	1,471,598
Interest payments		74,013		80,710		84,250		84,092		11,506		—		334,571
Senior Notes:
Principal payments		—		—		—		—		—		300,000		300,000
Interest payments		29,250		29,250		29,250		29,250		29,250		14,625		160,875
Interest rate swaps		8,376		5,081		598		—		—		—		14,055
Revolver commitment fee		404		404		69		—		—		—		877
Operating lease payments on facilities leases		14,376		11,713		12,060		12,016		6,686		26,059		82,910
Minimum royalty guarantee payments to content suppliers		44,684		38,344		31,513		30,587		13,493		16,000		174,621
Technology purchase commitments		3,944		2,001		—		—		—		—		5,945
Other commitments		3,391		833		—		—		—		—		4,224
Total commitments	$	188,838	$	178,736	$	168,140	$	166,345	$	1,490,933	$	356,684	$	2,549,676

applicable. Historically, the exposure to such claims has been immaterial, as were the recorded liabilities for intellectual property infringement at December 31, 2021 and 2020.

●

agreements with vendors and suppliers, under which the Company may indemnify them against claims arising from Getty Images’ use of their products or services;

●

agreements with customers other than those licensing images, under which the Company may indemnify them against claims arising from their use of Getty Images’ products or services;

●

agreements with agents, delegates and distributors, under which the Company may indemnify them against claims arising from their distribution of Getty Images’ products or services;

●

real estate and equipment leases, under which the Company may indemnify lessors against third-party claims relating to use of their property;

●

agreements with directors and officers, under which the Company indemnifies them to the full extent allowed by Delaware law against claims relating to their service to Getty Images;

●

agreements with initial purchasers and underwriters of the Company’s debt securities, under which Getty Images indemnifies them against claims relating to their participation in the Transactions.

The Company is subject to a variety of legal claims and suits that arise from time to time in the ordinary course of business. Although management currently believes that resolving such claims, individually or in aggregate, will not have a material adverse impact on the consolidated financial statements, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company holds insurance policies that mitigate potential losses arising from certain indemnifications, and historically, significant costs related to performance under these obligations have not been incurred.

Cik0001812667 Cc Neuberger Principal Holdings Ii

Commitments and Contingencies

Note 6 — Commitments and Contingencies

Registration and Shareholder Rights

Underwriting Agreement

Deferred Legal Fees

Note 6 — Commitments & Contingencies

Registration and Shareholder Rights

Underwriting Agreement

Deferred Legal Fees

The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer their fees until the closing of the initial Business Combination. As of December 31, 2021, the Company recorded an aggregate of $3.9 million in connection with such arrangement non-current accounts payable and accrued expenses in the accompanying consolidated balance sheet.

Class A Ordinary Shares Subject to Possible Redemption

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Cik0001812667 Cc Neuberger Principal Holdings Ii

Class A Ordinary Shares Subject to Possible Redemption

Note 7 — Class A Ordinary Shares Subject to Possible Redemption

The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as recorded outside of permanent equity as follows:


Gross Proceeds	$	828,000,000
Less:
Offering costs allocated to Class A shares subject to possible redemption		(46,345,787)
Proceeds allocated to Public Warrants at issuance		(27,128,720)
Plus:
Accrection on Class A ordinary shares subject to possible redemption amount		73,474,507
Class A ordinary shares subject to possible redemption at December 31, 2021		828,000,000
Increase in redemption value of Class A ordinary shares subject to possible redemption		1,805,195
Class A ordinary shares subject to possible redemption at June 30, 2022	$	829,805,195

Note 7 — Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021 and 2020, there were 82,800,000 Class A ordinary shares outstanding, all of which were subject to possible redemption and classified outside of permanent equity in the consolidated balance sheets.

The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as recorded outside of permanent equity as follows:


Gross Proceeds	$	828,000,000
Less:
Offering costs allocated to Class A ordinary shares subject to possible redemption		(46,345,787)
Proceeds allocated to Public Warrants at issuance		(27,128,720)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		73,474,507
Class A ordinary shares subject to possible redemption	$	828,000,000

Shareholders' Equity (Deficit)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Shareholders' Equity (Deficit)

13. STOCKHOLDERS’ DEFICIT

The Company has reserved shares of common stock for the following potential future issuances:


	December 31,
	2021	2020
Shares underlying outstanding equity awards	29,906,466	26,960,954
Shares available for future equity awards	1,916,140	3,871,654
Total	31,822,606	30,832,608

Cik0001812667 Cc Neuberger Principal Holdings Ii

Shareholders' Equity (Deficit)

Note 8 — Shareholders’ Equity (Deficit)

Note 8 — Shareholders’ Equity

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At December 31, 2021 and 2020, there were 82,800,000 Class A ordinary shares issued and outstanding, all of which are subject to possible redemption and have been classified as temporary equity (see Note 7).

- Definition

+ References

+ Details

Derivative Liabilities

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Derivative Liabilities

3.	DERIVATIVE INSTRUMENTS

The following table summarizes the location and fair value amounts of derivative instruments reported in the Condensed Consolidated Balance Sheets (in thousands):


	As of June 30, 2022				As of December 31, 2021
	Asset		Liability		Asset		Liability
Derivatives not designated as hedging instruments:
Foreign currency exchange options	$	462	$	—	$	804	$	—
Interest rate swaps		2,826		—		—		13,759
Total derivatives	$	3,288	$	—	$	804	$	13,759

3. DERIVATIVE INSTRUMENTS

The following table summarizes the fair value amounts of derivative instruments reported in the Consolidated Balance Sheets (in thousands):


	As of December 31,
	2021				2020
	Asset		Liability		Liability
Derivatives not designated as hedging instruments:
Foreign currency exchange options	$	804	$	—	$	1,827
Interest rate swaps		—		13,759		31,325
Total derivatives	$	804	$	13,759	$	33,152

For the interest rate swaps, the Company recognized gains of $17.6 million and losses of $13.3 million on these derivative instruments for the years ended December 31, 2021 and 2020, respectively.

Cik0001812667 Cc Neuberger Principal Holdings Ii

Derivative Liabilities

Note 9 — Derivative Liabilities

Warrants:

As of June 30, 2022 and December 31, 2021, the Company had 20,700,000 Public Warrants and 18,560,000 Private Placement Warrants outstanding.

available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company may redeem the Public Warrants (but not the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

Commencing 90 days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (but not the Private Placement Warrants):

●

in whole and not in part;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

Forward purchase agreement

Note 9 — Derivative Liabilities

Warrants:

As of December 31, 2021 and 2020, the Company had 20,700,000 Public Warrants and 18,560,000 Private Placement Warrants outstanding.

The Company may redeem the Public Warrants (but not the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

Commencing 90 days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (but not the Private Placement Warrants):

●

in whole and not in part;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

Forward purchase agreement

Fair Value Measurements

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value Measurements

4.	FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instrument assets recorded at fair value as of June 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,146	$	—	$	—	$	30,146
Derivative assets:
Foreign currency exchange options		—	$	462		—		462
Interest rate swaps		—		2,826		—		2,826
	$	30,146	$	3,288	$	—	$	33,434


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900

The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach.

Financial instrument liabilities recorded or disclosed at fair value as of June 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,374,091	$	—	$	1,374,091
Senior Notes		—		285,000		—		285,000
Contingent Consideration		—		—		14,781		14,781
	$	—	$	1,659,091	$	14,781	$	1,673,872


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,475,759	$	—	$	1,475,759
Senior Notes		—		318,375		—		318,375
Contingent Consideration		—		—		14,039		14,039
Derivative liabilities:
Interest rate swap contracts		—		13,759		—		13,759
	$	—	$	1,807,893	$	14,039	$	1,821,932

The fair value of the Company’s Term Loans and Senior Notes are based on market quotes provided by a third-party pricing source.

The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs:


	Fair Value as of
	June 30, 2022		Valuation
	(in thousands)		Technique	Unobservable Input	Range
Contingent Consideration	$	14,781	Probability-adjusted discounted cash flow	Probabilities of success	55% – 100%
				Years until milestones are expected to be achieved	0.00 – 1.90 years
				Discount rate	8.10% – 8.53%

The following table presents changes in the fair value of the Contingent Consideration for the six months ended June 30, 2022 (in thousands):


December 31, 2021	$	14,039
Change in fair value of Contingent Consideration		742
June 30, 2022	$	14,781

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instrument assets recorded at fair value as of December 31 are as follows (in thousands):


	2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900


	2020
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	38,093	$	—	$	—	$	38,093
	$	38,093	$	—	$	—	$	38,093

The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach.

Financial instrument liabilities recorded or disclosed at fair value as of December 31 are as follows (in thousands):


	2021
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,475,759	$	—	$	1,475,759
Senior Notes		—		318,375		—		318,375
Contingent Consideration		—		—		14,039		14,039
Derivative liabilities:
Interest rate swap contracts		—		13,759		—		13,759
	$	—	$	1,807,893	$	14,039	$	1,821,932


	2020
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,507,053	$	—	$	1,507,053
Senior Notes		—		322,500		—		322,500
Derivative liabilities:
Foreign currency exchange options		—		1,827		—		1,827
Interest rate swap contracts		—		31,325		—		31,325
	$	—	$	1,862,705	$	—	$	1,862,705

The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs:


	Fair Value as of
	December 31, 2021		Valuation
	(in thousands)		Technique	Unobservable Input	Range
Contingent Consideration	$	14,039	Probability-adjusted discounted cash flow	Probabilities of success	55% – 100%
				Years until milestones are expected to be achieved	0.63 – 2.15 years
				Discount rate	8.10% – 8.53%

The following table presents changes in the fair value of the Contingent Consideration for the year ended December 31, 2021 (in thousands):


December 31, 2020	$	—
Issuance of Contingent Consideration in connection with acquisition		13,200
Change in fair value of Contingent Consideration		1,373
Effects of fluctuations in foreign currency exchange rates		(534)
December 31, 2021	$	14,039

Cik0001812667 Cc Neuberger Principal Holdings Ii

Fair Value Measurements

Note 10 — Fair Value Measurements

June 30, 2022


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	—	$	—	$	—

Liabilities:
Derivative warrant liabilities – Public Warrants	$	9,522,000	$	—	$	—
Derivative warrant liabilities – Private Placement Warrants	$	—	$	—	$	23,200,000
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	1,686,000
Working capital loan	$	—	$	—	$	1,065,000

December 31, 2021


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	778,445,880	$	—	$	—

Liabilities:
Derivative warrant liabilities – Public Warrants	$	28,152,000	$	—	$	—
Derivative warrant liabilities – Private Placement Warrants	$	—	$	—	$	54,380,800
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	3,343,000
Working capital loan	$	—	$	—	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the six months ended June 30, 2022.

A reconciliation of the Level 3 derivative liabilities is summarized below:


Warrant liabilities at December 31, 2021 – Level 3 measurements	$	57,723,800
Change in fair value of warrant liabilities		(31,180,800)
Change in fair value of forward purchase agreement		(1,657,000)
Warrant liabilities at June 30, 2022 – Level 3 measurements	$	24,886,000

Balance as of December 31, 2020	$	51,338,600
Change in fair value of warrant liabilities		(2,969,600)
Change in fair value of forward purchase agreements		(9,706,000)
Balance as of June 30, 2021	$	38,663,000

The change in the fair value of the working capital loan measured with Level 3 inputs for the six months ended June 30, 2022 is summarized as follows:


Fair value at December 31, 2021	$	—
Initial proceeds from working capital loan		850,000
Change in fair value of working capital loan		215,000
Fair value of working capital loan at June 30, 2022	$	1,065,000

The following tables provide quantitative information regarding Level 3 fair value measurement inputs at the measurement dates:


	As of June 30,			As of December 31,
Private Warrants	2022			2021
Stock price	$	9.99		$	9.90
Volatility		15.0	%		40.0	%
Expected life of the options to convert		5.1			5.3
Risk-free rate		3.0	%		1.3	%
Dividend yield		0.0	%		0.0	%


	As of June 30,			As of December 31,
Forward Purchase Agreements	2022			2021
Stock price	$	9.99		$	9.90
Probability of closing		90.0	%		90.0	%
Discount term		0.1			0.3
Risk-free rate		1.3	%		0.1	%
Dividend yield		0.0	%		0.0	%


	As of June 30,			As of December 31,
Working Capital Loan	2022			2021
Stock price	$	9.99		$	—
Annual equity volatility		15.0	%		—
Expected life of the options to convert		5.0			—
Risk-free rate		3.0	%		—
Dividend yield		0.0	%		—
Probability of merger closing		90.0	%		—

Note 10 — Fair Value Measurements

December 31, 2021


Description	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	778,445,880	$	—	$	—
Liabilities:
Derivative liabilities – Public Warrants	$	28,152,000	$	—	$	—
Derivative liabilities – Private Warrants	$	—	$	—	$	54,380,800
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	3,343,000

December 31, 2020


Description	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	720,932,535	$	—	$	—
Liabilities:
Derivative liabilities – Public Warrants	$	36,018,000	$	—	$	—
Derivative liabilities – Private Warrants	$	—	$	—	$	38,233,600
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	13,105,000

(1)

The fair value of the Public Warrants and the Private Placement Warrants were initially measured at fair value using a binomial / lattice model for the Public Warrants and a Black-Scholes option pricing model for the Private Placement Warrants. The fair value of Public Warrants have been subsequently measured based on the listed market price of such warrants, a Level 1 measurement, since September 2020. The Company’s Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Company’s Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. For the year ended December 31, 2021 and for the period from May 12, 2020 (inception) through December 31, 2020, the Company recognized a benefit to the consolidated statements of operations resulting from a change in the fair value of derivative liabilities of approximately $1.5 million and $40.1 million, respectively, presented as change in fair value of derivative liabilities in the accompanying consolidated statements of operations.

A reconciliation of the Level 3 derivative liabilities is summarized below:


Balance as of May 12, 2020	$	—
Acquisition date fair value of warrants:
Public warrants issued in the initial public offering		27,117,000
Private placement warrants issued in connection with the initial public offering (a)		32,294,400
Forward purchase agreement liability		1,562,000
Total acquisition date fair value of derivative liabilities		60,973,400
Change in fair value of warrant liabilities		14,840,200
Change in fair value of forward purchase agreement		11,543,000
Transfer to level one		(36,018,000)
Balance as of December 31, 2020		51,338,600
Change in fair value of warrant liabilities		16,147,200
Change in fair value of forward purchase agreement		(9,762,000)
End of period	$	57,723,800

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	As of			As of
	December 31,			December 31,
Private Warrants	2021			2020
Stock price	$	9.90		$	10.40
Volatility		40.00	%		30.00	%
Expected life of the options to convert		5.3			5.5
Risk-free rate		1.30	%		0.40	%
Dividend yield		0.0	%		0.0	%


	As of			As of
Forward Purchase Agreements	December 31, 2021			December 31, 2020
Stock price	$	9.90		$	10.40
Probability of closing		90.0	%		80.0	%
Discount term		0.3			1.1
Risk-free rate		0.08	%		0.10	%
Dividend yield		0.0	%		0.0	%

- Definition

+ References + Details

Subsequent Events

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Subsequent Events

17.

SUBSEQUENT EVENTS

As disclosed in Note 1, a series of transactions related to our December 2021 Business Combination Agreement closed on July 22, 2022.

Cik0001812667 Cc Neuberger Principal Holdings Ii

Subsequent Events

Note 11 — Subsequent Events

Summary of Significant Accounting Policies (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Use of Estimates

Concentration of Credit Risk

Fair Value Measurements

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Derivative Liabilities

Income Taxes

Net Income (Loss) Per Ordinary Share

Recent Accounting Pronouncements

Cik0001812667 Cc Neuberger Principal Holdings Ii

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Investment Securities Held in Trust Account

Investment Securities Held in Trust Account

Investments Held in Trust Account

The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair Value Measurement

●

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

●

Fair Value Measurements

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

●

Working Capital Loan

Working Capital Loan

Non-current Accounts Payable and Accrued Expenses

Non-current Accounts Payable and Accrued Expenses

Derivative Liabilities

Derivative Liabilities

In the event of an unsuccessful business combination, the warrants will expire worthless, with no cash settlement and the change in fair value adjusted through earnings.

significant volatility in the Company’s stock price or interest rates, the fair value calculated from one balance sheet period to the next could be materially different.

Derivative Liabilities

In the event of an unsuccessful business combination, the warrants will expire worthless, with no cash settlement and the change in fair value adjusted through earnings.

For equity-linked contracts that are classified as assets or liabilities, the Company recognizes the fair value of the equity-linked contracts at each balance sheet date and records the change in the consolidated statements of operations as a (gain) loss on change in fair value of derivative liabilities. The Public Warrants were initially valued using a binomial lattice pricing model when the Public Warrants were not yet trading and did not have observable pricing, and are now valued based on public market quoted prices. The Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend rate, expiration dates and risk-free rates.

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting discounts and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative liabilities are expensed as incurred, presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

Income Taxes

FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Ordinary Share

Net Income (Loss) Per Ordinary Share


	For the Three Months Ended				For the Six Months Ended
	June 30, 2022				June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	24,214,413	$	7,515,826	$	37,202,847	$	11,547,260

Denominator:
Basic and diluted weighted average common shares outstanding		82,800,000		25,700,000		82,800,000		25,700,000

Basic and diluted net income per common share	$	0.29	$	0.29	$	0.45	$	0.45


	For the Three Months Ended				For the Six Months Ended
	June 30, 2021				June 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss (income)	$	(5,952,512)	$	(1,847,579)	$	14,943,417	$	4,638,235

Denominator:
Basic and diluted weighted average common shares outstanding		82,800,000		25,700,000		82,800,000		25,700,000

Basic and diluted net loss (income) per common share	$	(0.07)	$	(0.07)	$	0.18	$	0.18

Net Income Per Ordinary Share

The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 39,260,000, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the periods presented. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.


	For the Year Ended December 31, 2021
	Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(2,063,432)	$	(640,462)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		82,800,000		25,700,000
Basic and diluted net loss per ordinary share	$	(0.02)	$	(0.02)


	For the Period From May 12, 2020
	(Inception) Through December 31, 2020
	Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(28,781,313)	$	(13,037,333)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		53,076,923		24,042,735
Basic and diluted net loss per ordinary share	$	(0.54)	$	(0.54)

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (as restated) (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of Net Income (Loss) Per Ordinary Share


	Six Months Ended June 30,
	2022		2021
NET INCOME	$	63,802	$	42,269
Less:
Net income attributable to noncontrolling interest		375		141
Redeemable Preferred Stock dividend		38,552		34,426
NET INCOME ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC.	$	24,875	$	7,702
Weighted-average common shares outstanding:
Basic		153,321,585		153,303,505
Effect of dilutive securities		19,131,263		792,841
Diluted		172,452,848		154,096,346
Net income per share attributable to Griffey Global Holdings, Inc. common stockholders:
Basic	$	0.16	$	0.05
Diluted	$	0.14	$	0.05

The following table sets forth the computation of basic earnings per common share (in thousands, except share and per share amounts):


	December 31
	2021		2020
NET INCOME (LOSS)		117,397	$	(37,375)
Less:
Net (loss) income attributable to noncontrolling interest		329		(182)
Redeemable Preferred Stock dividend		71,393		64,120
NET INCOME (LOSS) ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC.	$	45,675	$	(101,313)
Weighted-average common shares outstanding:
Basic		153,305,176		153,303,498
Effect of dilutive securities		4,239,642		—
Diluted		157,544,818		153,303,498
Net income (loss) per share attributable to Griffey Global Holdings, Inc. common stockholders:
Basic	$	0.30	$	(0.66)
Diluted	$	0.29	$	(0.66)

Cik0001812667 Cc Neuberger Principal Holdings Ii

Schedule of Net Income (Loss) Per Ordinary Share


	For the Three Months Ended				For the Six Months Ended
	June 30, 2022				June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	24,214,413	$	7,515,826	$	37,202,847	$	11,547,260

Denominator:
Basic and diluted weighted average common shares outstanding		82,800,000		25,700,000		82,800,000		25,700,000

Basic and diluted net income per common share	$	0.29	$	0.29	$	0.45	$	0.45


	For the Three Months Ended				For the Six Months Ended
	June 30, 2021				June 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss (income)	$	(5,952,512)	$	(1,847,579)	$	14,943,417	$	4,638,235

Denominator:
Basic and diluted weighted average common shares outstanding		82,800,000		25,700,000		82,800,000		25,700,000

Basic and diluted net loss (income) per common share	$	(0.07)	$	(0.07)	$	0.18	$	0.18


	For the Year Ended December 31, 2021
	Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(2,063,432)	$	(640,462)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		82,800,000		25,700,000
Basic and diluted net loss per ordinary share	$	(0.02)	$	(0.02)


	For the Period From May 12, 2020
	(Inception) Through December 31, 2020
	Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(28,781,313)	$	(13,037,333)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		53,076,923		24,042,735
Basic and diluted net loss per ordinary share	$	(0.54)	$	(0.54)

Class A Ordinary Shares Subject to Possible Redemption (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of reconciliation of Class A common stock reflected on the balance sheet


	Spread Increase
	(effective on the
	first day of the
	applicable		Cash Dividend		Accrued
Dividend Period	period)		Spread		Dividend
From February 19, 2019 through February 19, 2024	N/A		7.50	%	8.00	%
From February 19, 2024 through February 19, 2025	1.00	%	8.50	%	9.00	%
From February 19, 2025 through February 19, 2026	1.00	%	9.50	%	10.00	%
From February 19, 2026 through February 19, 2027	1.00	%	10.50	%	11.00	%
From February 19, 2027 through February 19, 2028	1.00	%	11.50	%	12.00	%
From February 19, 2028 through February 19, 2029	1.00	%	12.50	%	13.00	%
From February 19, 2030	N/A		12.50	%	13.00	%

Cik0001812667 Cc Neuberger Principal Holdings Ii

Summary of reconciliation of Class A common stock reflected on the balance sheet


Gross Proceeds	$	828,000,000
Less:
Offering costs allocated to Class A shares subject to possible redemption		(46,345,787)
Proceeds allocated to Public Warrants at issuance		(27,128,720)
Plus:
Accrection on Class A ordinary shares subject to possible redemption amount		73,474,507
Class A ordinary shares subject to possible redemption at December 31, 2021		828,000,000
Increase in redemption value of Class A ordinary shares subject to possible redemption		1,805,195
Class A ordinary shares subject to possible redemption at June 30, 2022	$	829,805,195


Gross Proceeds	$	828,000,000
Less:
Offering costs allocated to Class A ordinary shares subject to possible redemption		(46,345,787)
Proceeds allocated to Public Warrants at issuance		(27,128,720)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		73,474,507
Class A ordinary shares subject to possible redemption	$	828,000,000

Fair Value Measurements (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of assets measured at fair value on a recurring basis

Financial instrument assets recorded at fair value as of June 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,146	$	—	$	—	$	30,146
Derivative assets:
Foreign currency exchange options		—	$	462		—		462
Interest rate swaps		—		2,826		—		2,826
	$	30,146	$	3,288	$	—	$	33,434


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900

Financial instrument assets recorded at fair value as of December 31 are as follows (in thousands):


	2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900


	2020
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	38,093	$	—	$	—	$	38,093
	$	38,093	$	—	$	—	$	38,093

Schedule of change in the fair value of the working capital loan

The following table presents changes in the fair value of the Contingent Consideration for the six months ended June 30, 2022 (in thousands):


December 31, 2021	$	14,039
Change in fair value of Contingent Consideration		742
June 30, 2022	$	14,781

The following table presents changes in the fair value of the Contingent Consideration for the year ended December 31, 2021 (in thousands):


December 31, 2020	$	—
Issuance of Contingent Consideration in connection with acquisition		13,200
Change in fair value of Contingent Consideration		1,373
Effects of fluctuations in foreign currency exchange rates		(534)
December 31, 2021	$	14,039

Cik0001812667 Cc Neuberger Principal Holdings Ii

Summary of assets measured at fair value on a recurring basis


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	—	$	—	$	—

Liabilities:
Derivative warrant liabilities – Public Warrants	$	9,522,000	$	—	$	—
Derivative warrant liabilities – Private Placement Warrants	$	—	$	—	$	23,200,000
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	1,686,000
Working capital loan	$	—	$	—	$	1,065,000

December 31, 2021


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	778,445,880	$	—	$	—

Liabilities:
Derivative warrant liabilities – Public Warrants	$	28,152,000	$	—	$	—
Derivative warrant liabilities – Private Placement Warrants	$	—	$	—	$	54,380,800
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	3,343,000
Working capital loan	$	—	$	—	$	—


Description	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	778,445,880	$	—	$	—
Liabilities:
Derivative liabilities – Public Warrants	$	28,152,000	$	—	$	—
Derivative liabilities – Private Warrants	$	—	$	—	$	54,380,800
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	3,343,000

December 31, 2020


Description	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account – U.S. Treasury Securities⁽¹⁾	$	720,932,535	$	—	$	—
Liabilities:
Derivative liabilities – Public Warrants	$	36,018,000	$	—	$	—
Derivative liabilities – Private Warrants	$	—	$	—	$	38,233,600
Derivative liabilities – Forward Purchase Agreement	$	—	$	—	$	13,105,000

(1)

Summary of quantitative information regarding Level 3 fair value measurement


	As of June 30,			As of December 31,
Private Warrants	2022			2021
Stock price	$	9.99		$	9.90
Volatility		15.0	%		40.0	%
Expected life of the options to convert		5.1			5.3
Risk-free rate		3.0	%		1.3	%
Dividend yield		0.0	%		0.0	%


	As of June 30,			As of December 31,
Forward Purchase Agreements	2022			2021
Stock price	$	9.99		$	9.90
Probability of closing		90.0	%		90.0	%
Discount term		0.1			0.3
Risk-free rate		1.3	%		0.1	%
Dividend yield		0.0	%		0.0	%


	As of June 30,			As of December 31,
Working Capital Loan	2022			2021
Stock price	$	9.99		$	—
Annual equity volatility		15.0	%		—
Expected life of the options to convert		5.0			—
Risk-free rate		3.0	%		—
Dividend yield		0.0	%		—
Probability of merger closing		90.0	%		—


	As of			As of
	December 31,			December 31,
Private Warrants	2021			2020
Stock price	$	9.90		$	10.40
Volatility		40.00	%		30.00	%
Expected life of the options to convert		5.3			5.5
Risk-free rate		1.30	%		0.40	%
Dividend yield		0.0	%		0.0	%


	As of			As of
Forward Purchase Agreements	December 31, 2021			December 31, 2020
Stock price	$	9.90		$	10.40
Probability of closing		90.0	%		80.0	%
Discount term		0.3			1.1
Risk-free rate		0.08	%		0.10	%
Dividend yield		0.0	%		0.0	%

Schedule of reconciliation of the beginning and ending balances of the derivative assets and liabilities


Warrant liabilities at December 31, 2021 – Level 3 measurements	$	57,723,800
Change in fair value of warrant liabilities		(31,180,800)
Change in fair value of forward purchase agreement		(1,657,000)
Warrant liabilities at June 30, 2022 – Level 3 measurements	$	24,886,000

Balance as of December 31, 2020	$	51,338,600
Change in fair value of warrant liabilities		(2,969,600)
Change in fair value of forward purchase agreements		(9,706,000)
Balance as of June 30, 2021	$	38,663,000


Balance as of May 12, 2020	$	—
Acquisition date fair value of warrants:
Public warrants issued in the initial public offering		27,117,000
Private placement warrants issued in connection with the initial public offering (a)		32,294,400
Forward purchase agreement liability		1,562,000
Total acquisition date fair value of derivative liabilities		60,973,400
Change in fair value of warrant liabilities		14,840,200
Change in fair value of forward purchase agreement		11,543,000
Transfer to level one		(36,018,000)
Balance as of December 31, 2020		51,338,600
Change in fair value of warrant liabilities		16,147,200
Change in fair value of forward purchase agreement		(9,762,000)
End of period	$	57,723,800

Schedule of change in the fair value of the working capital loan


Fair value at December 31, 2021	$	—
Initial proceeds from working capital loan		850,000
Change in fair value of working capital loan		215,000
Fair value of working capital loan at June 30, 2022	$	1,065,000

Description of Organization, Business Operations and Basis of Presentation - Financing (Details) - USD ($)		12 Months Ended
	Aug. 04, 2020	Dec. 31, 2021	Dec. 09, 2021
Subsidiary, Sale of Stock [Line Items]
Offering cost	$ 46,300,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, gross (in shares)	82,800,000
Share price (in US$ per share)	$ 10.00
Proceeds from issuance of shares	$ 828,000,000.0
Offering cost	46,300,000
Underwriting commissions	29,000,000.0
Principal deposited in Trust Account	$ 828,000,000.0
Minimum market value of acquiree to net asset held in Trust Account (as a percent)	80.00%
Minimum post-business combination ownership (as a percent)	50.00%
Minimum net tangible asset upon consummation of business combination	$ 5,000,001
Minimum percentage of shares requiring prior consent by entity.	15.00%
Public shares to be redeemed if business combination is not completed (as a percent)	100.00%
Threshold period from closing of public offering the company is obligated to complete business combination		24 months
Threshold business days for redemption of shares of trust account	10 days
Maximum net interest to pay dissolution expenses	$ 100,000
Price of warrants (in dollars per share)	$ 1.00	$ 1.00
Principal deposited in Trust Account	$ 828,000,000.0
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class A Common Shares
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)			$ 0.0001
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class A Common Shares \| New CCNB
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)			$ 0.0001
Over-allotment \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, gross (in shares)	10,800,000
Share price (in US$ per share)	$ 10.00
Private Placement \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued (in shares)	18,560,000
Price of warrants (in dollars per share)	$ 1.00
Proceeds from issuance of warrants	$ 18,600,000
Public Shares \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)	$ 10.00

Description of Organization, Business Operations and Basis of Presentation - Proposed Business Combination (Details) - USD ($)			12 Months Ended
	Dec. 09, 2021	Aug. 04, 2020	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate consideration			$ 108,618,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)		$ 10.00
Number of Class A ordinary share in each unit		1
Number of units sold in initial public offering		82,800,000
Proceeds from issuance of shares		$ 828,000,000.0
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Number of Class A ordinary share in each unit	20,000,000
Aggregate consideration	$ 200,000,000
Number of warrants to purchase shares issued (in shares)	3,750,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB \| Forward Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Shares issued to equity holders of Griffey Global	20,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class A Common Shares
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)	$ 0.0001
Number of Class A ordinary share in each unit	1
Consideration subscribed in the form of Equity	$ 300,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class A Common Shares \| Forward Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)	$ 10.00
Number of units sold in initial public offering	30,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class A Common Shares \| Equityholders Of Griffey Global
Subsidiary, Sale of Stock [Line Items]
Aggregate consideration	$ 2,912,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class A Common Shares \| PIPE Investors
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)	$ 10.00
Aggregate consideration	$ 360,000,000
Number of units sold in initial public offering	36,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class A Common Shares \| New CCNB
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)	$ 0.0001
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class A Common Shares \| New CCNB \| Equityholders Of Griffey Global
Subsidiary, Sale of Stock [Line Items]
Shares issued to equity holders of Griffey Global	65,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class B Common Shares
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)	$ 0.0001
Number of Class A ordinary share in each unit	1
Cik0001812667 Cc Neuberger Principal Holdings Ii \| New CCNB Class B Common Shares \| New CCNB
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)	$ 0.0001
Forward Purchase Warrants \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued (in shares)	3,750,000

Description of Organization, Business Operations and Basis of Presentation - Liquidity (Details) - USD ($)			6 Months Ended	8 Months Ended	12 Months Ended
	May 18, 2022	Jan. 07, 2022	Jun. 30, 2022	Dec. 31, 2020	Dec. 31, 2021	Aug. 04, 2020
Related Party Transaction [Line Items]
Cash			$ 213,803,000	$ 156,478,000	$ 186,301,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Cash			3,000		290,000
Principal deposited in Trust Account						$ 828,000,000.0
Working capital			815,000		134,000
Proceeds received from note payable to related party				$ 50,000
Loan amount from Sponsor outstanding						$ 267,000
Sponsor Note \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Loan amount from Sponsor outstanding			267,000		267,000
Working Capital Loans \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Outstanding working Capital loan					0
Proceeds from unsecured promissory note	$ 50,000	$ 800,000
Proceeds From Related Party Debts					$ 25,000
Sponsor \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Proceeds received from note payable to related party			$ 25,000

Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Aug. 04, 2020	Dec. 31, 2019
Number of shares called by each warrants (in shares)				1
Shares subject to possible redemption	715,593	677,484	606,910
Unrecognized tax benefits		$ 33,425,000	$ 47,637,000		$ 45,003,000
Accrued interest and penalties		$ 13,300,000	$ 18,600,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
NAV on investments	$ 1.00	$ 1.00
Federal depository insurance corporation coverage	$ 250,000	$ 250,000
Number of Class A ordinary share in each unit				1
Number of shares called by each warrants (in shares)				1
Exercise price of warrants (in dollars per share)				$ 11.50
Unrecognized tax benefits	0	0
Accrued interest and penalties	$ 0	$ 0
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Redeemable Warrants
Warrants issued	20,700,000	20,700,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Private Placement Warrants
Warrants issued	18,560,000	18,560,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class A
Number of shares called by each warrants (in shares)	1	1
Exercise price of warrants (in dollars per share)				11.50
Shares subject to possible redemption		82,800,000	82,800,000
Private Placement to purchase	39,260,000	39,260,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class A \| Private Placement Warrants
Exercise price of warrants (in dollars per share)				$ 11.50
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement
Number of Class A ordinary share in each unit	1	1
Number of shares called by each warrants (in shares)	1	1
Exercise price of warrants (in dollars per share)	$ 11.50	$ 11.50
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement \| Private Placement Warrants
Exercise price of warrants (in dollars per share)	$ 10.00
Private Placement to purchase		10.00
Maximum \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement
Number of shares called by each warrants (in shares)		200,000,000

Summary of Significant Accounting Policies - Impact on Balance Sheet (Details) - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	May 11, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets	$ 2,595,043,000		$ 2,578,007,000			$ 2,513,715,000
Total liabilities	2,176,140,000		2,191,342,000			2,219,318,000
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.00 per share at March 31, 2022 and December 31, 2021, respectively	723,902,000		685,350,000
Ordinary Shares	1,533,000		1,533,000			1,533,000
Additional paid-in capital	898,177,000		933,569,000			998,487,000
Accumulated deficit	(1,141,373,000)		(1,203,440,000)			(1,320,508,000)
Total Shareholders' Deficit	(353,429,000)		(346,741,000)			(367,288,000)
Total Liabilities and Shareholders' Deficit	2,595,043,000		2,578,007,000			2,513,715,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets	829,985,200		829,149,891			829,686,220
Total liabilities	71,207,140		119,121,938			116,954,373
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.00 per share at March 31, 2022 and December 31, 2021, respectively			828,000,000			828,000,000
Preference shares
Additional paid-in capital
Accumulated deficit	(71,029,705)		(117,974,617)			(115,270,723)
Total Shareholders' Deficit	(71,027,135)	$ (100,952,179)	(117,972,047)	$ (95,686,501)	$ (87,886,410)	(115,268,153)	$ 0
Total Liabilities and Shareholders' Deficit	829,985,200		829,149,891			829,686,220
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.00 per share at March 31, 2022 and December 31, 2021, respectively			828,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class B
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Ordinary Shares	$ 2,570		$ 2,570			$ 2,570

Summary of Significant Accounting Policies - Impact on Weighted Average Shares and Earnings Per Share (Details) - USD ($)	3 Months Ended				6 Months Ended		8 Months Ended	12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss					$ 63,802,000	$ 42,269,000
Basic weighted average shares outstanding of ordinary shares					153,321,585	153,303,505		153,305,176	153,303,498
Diluted weighted average shares outstanding of ordinary shares					172,452,848	154,096,346		157,544,818	153,303,498
Basic net income per ordinary share					$ 0.16	$ 0.05		$ 0.30	$ (0.66)
Diluted net income per ordinary share					$ 0.14	$ 0.05		$ 0.29	$ (0.66)
Cik0001812667 Cc Neuberger Principal Holdings Ii
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ 31,730,239	$ 17,019,868	$ (7,800,091)	$ 27,381,743	$ 48,750,107	$ 19,581,652	$ (41,818,646)	$ (2,703,894)
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic weighted average shares outstanding of ordinary shares	82,800,000		82,800,000		82,800,000	82,800,000	53,076,923	82,800,000
Diluted weighted average shares outstanding of ordinary shares	82,800,000		82,800,000		82,800,000	82,800,000	53,076,923	82,800,000
Basic net income per ordinary share	$ 0.29		$ (0.07)		$ 0.45	$ 0.18	$ (0.54)	$ (0.02)
Diluted net income per ordinary share	$ 0.29		$ (0.07)		$ 0.45	$ 0.18	$ (0.54)	$ (0.02)
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class B
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic weighted average shares outstanding of ordinary shares	25,700,000		25,700,000		25,700,000	25,700,000	24,042,735	25,700,000
Diluted weighted average shares outstanding of ordinary shares	25,700,000		25,700,000		25,700,000	25,700,000	24,042,735	25,700,000
Basic net income per ordinary share	$ 0.29		$ (0.07)		$ 0.45	$ 0.18	$ (0.54)	$ (0.02)
Diluted net income per ordinary share	$ 0.29		$ (0.07)		$ 0.45	$ 0.18	$ (0.54)	$ (0.02)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Summary of Significant Accounting Policies - Net Income (Loss) Per Ordinary Share (Details) - USD ($)	3 Months Ended		6 Months Ended		8 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Allocation of net income			$ 24,875,000	$ 7,702,000		$ 45,675,000	$ (101,313,000)
Denominator:
Basic weighted average shares outstanding of ordinary shares			153,321,585	153,303,505		153,305,176	153,303,498
Diluted weighted average shares outstanding of ordinary shares			172,452,848	154,096,346		157,544,818	153,303,498
Basic net income per ordinary share			$ 0.16	$ 0.05		$ 0.30	$ (0.66)
Diluted net income per ordinary share			$ 0.14	$ 0.05		$ 0.29	$ (0.66)
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Numerator:
Allocation of net income	$ 24,214,413	$ (5,952,512)	$ 37,202,847	$ 14,943,417	$ (28,781,313)	$ (2,063,432)
Denominator:
Basic weighted average shares outstanding of ordinary shares	82,800,000	82,800,000	82,800,000	82,800,000	53,076,923	82,800,000
Diluted weighted average shares outstanding of ordinary shares	82,800,000	82,800,000	82,800,000	82,800,000	53,076,923	82,800,000
Basic net income per ordinary share	$ 0.29	$ (0.07)	$ 0.45	$ 0.18	$ (0.54)	$ (0.02)
Diluted net income per ordinary share	$ 0.29	$ (0.07)	$ 0.45	$ 0.18	$ (0.54)	$ (0.02)
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Numerator:
Allocation of net income	$ 7,515,826	$ (1,847,579)	$ 11,547,260	$ 4,638,235	$ (13,037,333)	$ (640,462)
Denominator:
Basic weighted average shares outstanding of ordinary shares	25,700,000	25,700,000	25,700,000	25,700,000	24,042,735	25,700,000
Diluted weighted average shares outstanding of ordinary shares	25,700,000	25,700,000	25,700,000	25,700,000	24,042,735	25,700,000
Basic net income per ordinary share	$ 0.29	$ (0.07)	$ 0.45	$ 0.18	$ (0.54)	$ (0.02)
Diluted net income per ordinary share	$ 0.29	$ (0.07)	$ 0.45	$ 0.18	$ (0.54)	$ (0.02)

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 04, 2020	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Offering cost	$ 46.3
Number of shares called by each warrants (in shares)	1
Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Number of units sold in initial public offering	82,800,000
Price per unit	$ 10.00
Proceeds from issuance of shares	$ 828.0
Offering cost	46.3
Underwriting commissions	$ 29.0
Exercise price of warrants (in dollars per share)	$ 11.50
Number of shares called by each warrants (in shares)	1
Number of Class A ordinary share in each unit	1
Warrant in each unit (as percent)		0.187%	18.70%
IPO \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Number of units sold in initial public offering	82,800,000
Offering cost	$ 46.3
Over-allotment \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Subsidiary, Sale of Stock [Line Items]
Number of units sold in initial public offering	10,800,000
Price per unit	$ 10.00

Private Placement (Details) - USD ($) $ / shares in Units, $ in Millions		6 Months Ended	12 Months Ended
	Aug. 04, 2020	Jun. 30, 2022	Dec. 31, 2021
Private Placement, Disclosure [Line Items]
Number of shares called by each warrants (in shares)	1
Cik0001812667 Cc Neuberger Principal Holdings Ii
Private Placement, Disclosure [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.50
Price of warrants (in dollars per share)	$ 1.00		$ 1.00
Number of shares called by each warrants (in shares)	1
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		30 days	30 days
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Private Placement
Private Placement, Disclosure [Line Items]
Number of warrants to purchase shares issued (in shares)	18,560,000
Price of warrants (in dollars per share)	$ 1.00
Proceeds from issuance of warrants	$ 18.6
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		30 days	30 days
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Private Placement, Disclosure [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.50
Number of warrants to purchase shares issued (in shares)		39,260,000	39,260,000
Number of shares called by each warrants (in shares)		1	1
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Private Placement
Private Placement, Disclosure [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.50
Number of shares called by each warrants (in shares)	1

Related Party Transactions - Founder Shares (Details)						1 Months Ended	6 Months Ended	8 Months Ended	12 Months Ended
Related Party Transactions - Founder Shares (Details)	Jun. 08, 2021 shares	Aug. 04, 2020 D $ / shares shares	Jul. 30, 2020 shares	Jul. 15, 2020 USD ($) shares	May 19, 2020 USD ($) D shares	Jul. 31, 2020 shares	Jun. 30, 2022 shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2021 $ / shares shares
Related Party Transaction [Line Items]
Common stock, shares issued							153,600,000	153,539,011	153,549,011
Common stock, shares outstanding							153,300,000	153,303,505	153,313,505
Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination							30 days		30 days
Number of shares held (in shares)			25,700,000
Percentage of founder shares equal		20			20
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares		$ 12.00							$ 12.00
Number of trading days at 12.00 per share or more within 30-day trading period triggering release of lock-up \| D		20			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination									1 year
Shares Subject To Forfeitures		0	2,700,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class B
Related Party Transaction [Line Items]
Common stock, shares issued			25,700,000				25,700,000	25,700,000	25,700,000
Common stock, shares outstanding			25,700,000				25,700,000	25,700,000	25,700,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class A
Related Party Transaction [Line Items]
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		30 days			30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days			150 days
Sponsor \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Capital contribution \| $					$ 25,000
Issuance of Class B ordinary shares to Sponsor (in shares)				22,250,000
Issuance of Class B ordinary shares to Sponsor \| $				$ 22,250,000				$ 25,000
Shares Subject To Forfeitures		0
Sponsor \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Independent Director
Related Party Transaction [Line Items]
Number of shares transferred (in shares)	40,000					40,000
Sponsor \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Class B
Related Party Transaction [Line Items]
Common stock, shares issued					7,875,000

Related Party Transactions - Related Party Loans (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii - USD ($)				6 Months Ended		8 Months Ended
	Jan. 07, 2022	Aug. 04, 2020	May 19, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2021
Related Party Transaction [Line Items]
Proceeds received from note payable to related party						$ 50,000
Borrowed loan amount		$ 267,000
Price of warrants (in dollars per share)		$ 1.00					$ 1.00
Loans convertible into warrants				$ 2,500,000			$ 2,500,000
Proceeds from working capital loan				290,000	$ 0
Proceeds from issuance of debt				290,000
Working capital loan				1,065,000
Working capital loan outstanding							$ 0
Business combination related expenses
Related Party Transaction [Line Items]
Business combination related expenses				560,000
Working Capital Loans
Related Party Transaction [Line Items]
Proceeds received from note payable to related party		$ 0	$ 0
Proceeds from working capital loan				$ 850,000
Proceeds from unsecured promissory note	$ 800,000
Maximum
Related Party Transaction [Line Items]
Amount agreed to be loaned			$ 300,000

Related Party Transactions - Additional Information (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii - USD ($)	3 Months Ended		6 Months Ended		8 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2021
Related Party Transaction [Line Items]
General and administrative expenses	$ 1,517,721	$ 801,184	$ 3,791,336	$ 1,094,544	$ 442,331	$ 4,509,681
Neuberger Berman Opportunistic Capital Solutions Master Fund LP [Member]
Related Party Transaction [Line Items]
Purchase price			$ 11.50
Private Placement \| Neuberger Berman Opportunistic Capital Solutions Master Fund LP [Member]
Related Party Transaction [Line Items]
Purchase price			$ 10.00
Chief Financial Officer
Related Party Transaction [Line Items]
Payment per month						20,000
Payment						120,000
Administrative Support Agreement With Member Of Sponsor
Related Party Transaction [Line Items]
Office space, secretarial and administrative services			$ 20,000			20,000
General and administrative expenses	$ 60,000	$ 60,000	120,000	$ 120,000	100,000	240,000
Accrued expenses - related party			470,000		$ 100,000	$ 340,000
Administrative Support Agreement With Member Of Sponsor \| Neuberger Berman Opportunistic Capital Solutions Master Fund LP [Member]
Related Party Transaction [Line Items]
Purchase of Class A ordinary shares			$ 200,000,000

Related Party Transactions - Forward Purchase Agreement (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Aug. 04, 2020
Related Party Transaction [Line Items]
Number of shares called by each warrants (in shares)			1
Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 12.00	$ 12.00
Warrant in each unit (as percent)	0.187%	18.70%
Number of shares called by each warrants (in shares)			1
Warrants \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Number of shares called by each warrants (in shares)	1	1
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Related Party Transaction [Line Items]
Number of shares called by each warrants (in shares)	1	1
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement With Member Of Sponsor [Member]
Related Party Transaction [Line Items]
Units agreed to be purchased, authorized amount		$ 200,000,000
Purchase price per unit (in dollars per share)		$ 10.00
Number of Forward Purchase Shares that each unit consists (in shares)	1	1
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 11.50

Commitments and Contingencies (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii - USD ($)		6 Months Ended	8 Months Ended	12 Months Ended
	Aug. 04, 2020	Jun. 30, 2022	Dec. 31, 2020	Dec. 31, 2021
Other Commitments [Line Items]
Underwriting discount (in dollars per unit)	$ 0.20			$ 0.20
Payments of underwriting discount	$ 16,600,000			$ 16,600,000
Deferred underwriting commission (in dollars per unit)	$ 0.35			$ 0.35
Deferred underwriting commissions in connection with the initial public offering	$ 29,000,000.0		$ 28,980,000	$ 29,000,000.0
Non current accounts payable and accrued expenses				3,900,000
Deferred legal fees		$ 5,900,000		$ 3,900,000
Over-allotment
Other Commitments [Line Items]
Period to exercise the over-allotment option		45 days		45 days
Additional units granted to underwriters to purchase		10,800,000		10,800,000

Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Jun. 30, 2022
Redeemable Noncontrolling Interest [Line Items]
Temporary equity, shares authorized		900,000	900,000
Temporary equity, par value		$ 0.01	$ 0.01
Shares subject to possible redemption	606,910	677,484	715,593
Class A ordinary shares subject to possible redemption		$ 685,350,000	$ 723,902,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Redeemable Noncontrolling Interest [Line Items]
Accretion on Class A ordinary shares subject to possible redemption amount	$ (73,474,507)
Class A ordinary shares subject to possible redemption	$ 828,000,000	$ 828,000,000
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Redeemable Noncontrolling Interest [Line Items]
Temporary equity, shares authorized		500,000,000	500,000,000
Temporary equity, par value	$ 0.0001	$ 0.0001	$ 0.0001
Shares subject to possible redemption	82,800,000	82,800,000
Gross Proceeds		$ 828,000,000
Offering costs allocated to Class A ordinary shares subject to possible redemption		(46,345,787)
Proceeds allocated to Public Warrants at issuance		(27,128,720)
Accretion on Class A ordinary shares subject to possible redemption amount		73,474,507
Class A ordinary shares subject to possible redemption		$ 828,000,000
Common Stock, Voting Rights		one

Shareholders' Equity (Deficit) - Common Stock (Details)				1 Months Ended		6 Months Ended	12 Months Ended
Shareholders' Equity (Deficit) - Common Stock (Details)	Jun. 08, 2021 shares	Jul. 30, 2020 shares	Jul. 15, 2020 shares	Jul. 31, 2021 shares	Jul. 31, 2020 shares	Jun. 30, 2022 item $ / shares shares	Dec. 31, 2021 Vote $ / shares shares	Dec. 31, 2020 $ / shares shares	May 19, 2020 shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)						185,000,000.0	185,000,000.0	185,000,000.0
Common shares, par value (in dollars per share) \| $ / shares						$ 0.01	$ 0.01	$ 0.01
Shares issued (in shares)						153,600,000	153,549,011	153,539,011
Shares outstanding (in shares)						153,300,000	153,313,505	153,303,505
Temporary equity, shares outstanding						715,593	677,484	606,910
Cik0001812667 Cc Neuberger Principal Holdings Ii
Class of Stock [Line Items]
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares		20.00%
Number of Class A common stock issued upon conversion of each share (in shares)						1
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Sponsor \| Joel Alsfine
Class of Stock [Line Items]
Number of shares transferred (in shares)					40,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Sponsor \| James Quella
Class of Stock [Line Items]
Number of shares transferred (in shares)					40,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Sponsor \| Jonathan Gear
Class of Stock [Line Items]
Number of shares transferred (in shares)				40,000
Class A \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Class of Stock [Line Items]
Common shares, shares authorized (in shares)						500,000,000	500,000,000	500,000,000
Common shares, par value (in dollars per share) \| $ / shares						$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share						1	1
Ordinary shares issued and outstanding, including redemption						82,800,000	82,800,000
Temporary equity, shares outstanding							82,800,000	82,800,000
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares		20.00%
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Class of Stock [Line Items]
Common shares, shares authorized (in shares)						50,000,000	50,000,000	50,000,000
Common shares, par value (in dollars per share) \| $ / shares						$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share						1	1
Shares issued (in shares)		25,700,000				25,700,000	25,700,000	25,700,000
Shares outstanding (in shares)		25,700,000				25,700,000	25,700,000	25,700,000
Temporary equity, shares outstanding							2,700,000
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Joel Alsfine
Class of Stock [Line Items]
Number of shares transferred (in shares)					40,000
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| James Quella
Class of Stock [Line Items]
Number of shares transferred (in shares)					40,000
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Jonathan Gear
Class of Stock [Line Items]
Number of shares transferred (in shares)	40,000
Class B \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Sponsor
Class of Stock [Line Items]
Shares issued (in shares)									7,875,000
Number of Class A common stock issued upon conversion of each share (in shares)			22,250,000

Shareholders' Equity (Deficit) - Preferred Stock (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii - $ / shares	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0	0
Preferred shares, shares outstanding	0	0	0

Derivative Liabilities - Warrants (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Preferred Stock, Shares Outstanding	0	0	0
Public Warrants exercisable term after the completion of a business combination	30 days	30 days
Public Warrants exercisable term from the closing of the public offering	12 months	12 months
Threshold maximum period for filing registration statement after business combination	20 days	20 days
Public Warrants expiration term	5 years	5 years
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days	30 days
Minimum threshold written notice period for redemption of public warrants	30 days	30 days
Threshold trading days for redemption of public warrants	20 days	20 days
Threshold number of specified consecutive trading days for stock price trigger considered for redemption of warrants.	30 days	30 days
Vote of holders	50.00%	50.00%
Class A
Class of Warrant or Right [Line Items]
Public Warrants expiration term		60 days
Redemption price per public warrant (in dollars per share)	$ 0.01	$ 0.01
Stock price trigger for redemption of public warrants (in dollars per share)	18.00	$ 18.00
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding		$ 20,700,000	$ 20,700,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding		$ 18,560,000	$ 18,560,000
Redemption Of Warrants Commencing Ninety Days After Warrants Become Exercisable
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.10	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10.00	$ 10.00
Redemption period after the public warrants become exercisable	90 days	90 days
Number of trading days on which fair market value of shares is reported	10 days	10 days

Derivative Liabilities - Forward Purchase Agreement (Details) - USD ($)		6 Months Ended	8 Months Ended	12 Months Ended
	Aug. 04, 2020	Jun. 30, 2022	Dec. 31, 2020	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Number of shares called by each warrants (in shares)	1
Cik0001812667 Cc Neuberger Principal Holdings Ii
Class of Warrant or Right [Line Items]
Number of Class A ordinary share in each unit	1
Number of shares called by each warrants (in shares)	1
Exercise price of warrants (in dollars per share)	$ 11.50
Proceeds received from initial public offering, gross			$ 828,000,000
Number of warrants in a unit	0.25
Share Price	$ 10.00
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement
Class of Warrant or Right [Line Items]
Number of Class A ordinary share in each unit		1		1
Number of shares called by each warrants (in shares)		1		1
Exercise price of warrants (in dollars per share)		$ 11.50		$ 11.50
Number of warrants in a unit		0.1875		0.187
Share Price				$ 10.00
Proceeds received from initial public offering				$ 200,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Maximum \| Forward Purchase Agreement
Class of Warrant or Right [Line Items]
Number of shares called by each warrants (in shares)				200,000,000
Proceeds received from initial public offering, gross		$ 200,000,000
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Private Placement
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued (in shares)	18,560,000
Private Placement Warrants \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued (in shares)				10.00
Exercise price of warrants (in dollars per share)		$ 10.00
Share Price		$ 10.00

Fair Value Measurements - Fair value hierarchy (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Cik0001812667 Cc Neuberger Principal Holdings Ii
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	$ 829,905,195	$ 828,616,552	$ 828,291,565
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	829,899,170	50,150,712	55,645,484
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Marketable Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	$ 6,025	$ 19,960	51,713,546
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities.			$ 60,973,400
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		$ 30,900,000	$ 38,093,000
Recurring \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		30,096,000	38,093,000
Recurring \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		804,000
Recurring \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Level 1 \| U.S. Treasury Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		778,445,880	720,932,535
Recurring \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Public Warrants \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities.	$ 9,522,000	28,152,000	36,018,000
Recurring \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Private Placement Warrants \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities.	23,200,000	54,380,800	38,233,600
Recurring \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Forward Purchase Agreement \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities.	1,686,000	$ 3,343,000	$ 13,105,000
Recurring \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Working capital loan \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities.	$ 1,065,000

Fair Value Measurements (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii - USD ($)	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 829,905,195	$ 828,616,552	$ 828,291,565
Marketable Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	6,025	19,960	51,713,546
Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 829,899,170	$ 50,150,712	$ 55,645,484

Fair Value Measurements - Additional Information (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii - USD ($)	3 Months Ended		6 Months Ended		8 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Transfer of assets from level 1 to level 2	$ 0		$ 0			$ 0
Transfer of assets from level 2 to level 1	0		0			0
Transfer of liabilities from level 1 to level 2	0		0			0
Transfer of liabilities from level 2 to level 1	0		0			0
Transfer of equity from level 1 to level 2						0
Transfer of equity from level 2 to level 1						0
Increase in the fair value of liabilities					$ 40,100,000	$ 1,500,000
(Loss) Benefit due to changes in fair value of derivative liabilities	$ 32,200,000	$ (7,000,000.0)	$ 51,300,000	$ 20,500,000
Percentage of probability of successful business combination			90.00%		80.00%	90.00%	80.00%

Fair Value Measurements - Derivative Liability (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Beginning Balance of Warrant liabilities	$ 14,039,000
Change in fair value of warrant liabilities	742,000		$ 1,373,000
Ending Balance of Warrant liabilities	14,781,000		14,039,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Beginning Balance of Warrant liabilities	57,723,800	$ 51,338,600	51,338,600
Change in fair value of warrant liabilities	(31,180,800)	(2,969,600)
Ending Balance of Warrant liabilities	$ 24,886,000	$ 38,663,000	$ 57,723,800

Fair Value Measurements - Level 3 fair value measurement inputs (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii	Jun. 30, 2022 Y $ / shares	Dec. 31, 2021 Y $ / shares	Dec. 31, 2020 Y $ / shares
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan \| $ / shares	9.99
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan	15.0
Expected life of the options to convert
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan \| Y	5.0
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan	3.0
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan	0.0
Probability of merger closing
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan	90.0
Private Warrant [Member] \| Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input \| $ / shares	9.99	9.90	10.40
Private Warrant [Member] \| Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	15.0	40.00	30.00
Private Warrant [Member] \| Expected life of the options to convert
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input \| Y	5.1	5.3	5.5
Private Warrant [Member] \| Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.0	1.3	0.40
Private Warrant [Member] \| Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.0	0.0	0.0
Forward Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input		0.1
Forward Purchase Agreement \| Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input \| $ / shares	9.99	9.90	10.40
Forward Purchase Agreement \| Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.3	0.1
Forward Purchase Agreement \| Probability of closing
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	90.0	90.0	80.0
Forward Purchase Agreement \| Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.0	0.0	0.0
Forward Purchase Agreement \| Discount term
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input \| Y	0.1	0.3	1.1

Fair Value Measurements - Working Capital Loan (Details) - USD ($)	3 Months Ended	6 Months Ended		8 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance of Warrant liabilities		$ 14,039,000
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease)		742,000			$ 1,373,000
Change in fair value of working capital loan		742,000			1,373,000
Ending Balance of Warrant liabilities	$ 14,781,000	14,781,000			14,039,000
Cik0001812667 Cc Neuberger Principal Holdings Ii
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance of Warrant liabilities		57,723,800	$ 51,338,600		51,338,600
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease)		(31,180,800)	(2,969,600)
Change in fair value of working capital loan		(31,180,800)	(2,969,600)
Change in fair value of forward purchase agreement		(1,657,000)	(9,706,000)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3	0
Ending Balance of Warrant liabilities	24,886,000	24,886,000	$ 38,663,000	$ 51,338,600	57,723,800
Cik0001812667 Cc Neuberger Principal Holdings Ii \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants Issued, Value				1,562,000
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease)				(14,840,200)
Derivative Assets (Liabilities), at Fair Value, Net				51,338,600	57,723,800
Change in fair value of working capital loan				(14,840,200)
Change in fair value of forward purchase agreement				11,543,000	(9,762,000)
Fair Value Adjustment of Warrants					$ (16,147,200)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3				(36,018,000)
Working capital loan \| Cik0001812667 Cc Neuberger Principal Holdings Ii
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial proceeds from working capital loan		850,000
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease)		215,000
Change in fair value of working capital loan		215,000
Ending Balance of Warrant liabilities	$ 1,065,000	$ 1,065,000
Public Warrants \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial proceeds from working capital loan				27,117,000
Private Placement Warrants \| Cik0001812667 Cc Neuberger Principal Holdings Ii \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants Issued, Value				$ 32,294,400

Subsequent Events (Details) - Cik0001812667 Cc Neuberger Principal Holdings Ii - USD ($)	Jan. 07, 2022	Dec. 31, 2021	Aug. 04, 2020
Loan amount from Sponsor outstanding			$ 267,000
Price of warrants (in dollars per share)		$ 1.00	$ 1.00
Working capital loan \| Subsequent Event
Loan amount from Sponsor outstanding	$ 800,000
Sponsor Note \| Subsequent Event
Price of warrants (in dollars per share)	$ 1.00

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2022	Jan. 01, 2022	Dec. 31, 2021	Jun. 30, 2021	Apr. 01, 2021	Dec. 31, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 213,803		$ 186,301			$ 156,478
Restricted cash	4,568		5,228			4,831
Accounts receivable - net of allowance of $6,105 and $5,946	130,702		143,362			130,605
Prepaid expenses	11,101		12,778			15,679
Taxes receivable	8,350		11,992			14,337
Other current assets	16,749		15,368			10,025
Total current assets	385,273		375,029			331,955
PROPERTY AND EQUIPMENT - NET	167,040		170,896			172,164
RIGHT OF USE ASSETS	49,959	$ 53,100
GOODWILL	1,502,651		1,503,245		$ 75,782	1,430,837	$ 1,429,521
IDENTIFIABLE INTANGIBLE ASSETS - NET	436,466		478,852			526,183
DEFERRED INCOME TAXES - NET	8,312		8,893			9,221
OTHER LONG-TERM ASSETS	45,342		41,092			43,355
Total Assets	2,595,043		2,578,007			2,513,715
CURRENT LIABILITIES:
Accounts payable	88,409		94,993			95,587
Accrued expenses	60,627		66,569			37,059
Income taxes payable	4,828		10,502			7,946
Short-term debt - net	6,672		6,481			14,271
Deferred revenue	165,207		167,550			149,108
Total current liabilities	325,743		346,095			303,971
LONG-TERM DEBT - NET	1,713,807		1,750,990			1,793,460
LEASE LIABILITIES	49,113	$ 61,300
DEFERRED INCOME TAXES - NET	37,174		24,595			19,131
UNCERTAIN TAX POSITIONS	42,743		42,701			63,208
OTHER LONG-TERM LIABILITIES	7,560		26,961			39,548
Total Liabilities	2,176,140		2,191,342			2,219,318
Commitments and contingencies (Note 10)
REDEEMABLE PREFERRED STOCK:
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.02 and $10.00 per share at June 30, 2022 and December 31, 2021, respectively	723,902		685,350
STOCKHOLDERS' DEFICIT:
Common Stock, $0.01 par value: 185.0 million shares authorized; 153.6 million shares issued and 153.3 million shares outstanding as of June 30, 2022; 153.5 million shares issued and 153.3 million shares outstanding as of December 31, 2021.	1,533		1,533			1,533
Additional paid-in capital	898,177		933,569			998,487
Accumulated deficit	(1,141,373)		(1,203,440)			(1,320,508)
Accumulated other comprehensive loss	(111,766)		(78,403)			(46,800)
Total Shareholders' Deficit	(353,429)		(346,741)			(367,288)
Noncontrolling interest	48,430		48,056			47,728
Total stockholders' deficit	(304,999)		(298,685)	$ (317,272)		(319,560)	(258,970)
Total Liabilities and Shareholders' Deficit	2,595,043		2,578,007			2,513,715
Redeemable Preferred Stock
REDEEMABLE PREFERRED STOCK:
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.02 and $10.00 per share at June 30, 2022 and December 31, 2021, respectively	$ 723,902		$ 685,350	$ 648,383		$ 613,957	$ 549,837

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts Receivable, Allowance for Credit Loss	$ 6,105	$ 5,946		$ 7,773	$ 7,843
Temporary Equity, Par Value	$ 0.01	$ 0.01
Temporary Equity, Shares Authorized	900,000	900,000
Shares subject to possible redemption	715,593	677,484		606,910
Common stock, par value	$ 0.01	$ 0.01		$ 0.01
Common stock, shares authorized	185,000,000.0	185,000,000.0		185,000,000.0
Common stock, shares issued	153,600,000	153,549,011		153,539,011
Common stock, shares outstanding	153,300,000	153,313,505		153,303,505
Redeemable Preferred Stock
Temporary Equity, Par Value	$ 0.01	$ 0.01		$ 0.01
Temporary Equity, Shares Authorized	900,000	900,000		900,000
Shares subject to possible redemption	715,593	677,484	640,941	606,910	543,526
Temporary Equity, Liquidation Preference	$ 723,902	$ 685,350		$ 613,957

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
REVENUE	$ 464,305	$ 442,614
OPERATING EXPENSE:
Cost of revenue (exclusive of depreciation and amortization shown separately below)	127,012	120,544
Selling, general and administrative expenses	188,681	179,470
Depreciation	24,891	25,832
Amortization	24,110	24,554
Other operating expense (income) - net	3,568	(150)
Operating expenses	368,262	350,249
Loss from operations	96,043	92,365
OTHER EXPENSE, NET:
Interest expense	(59,586)	(61,167)
Gain on fair value adjustment for swaps and foreign currency exchange contract - net	17,105	8,765
Unrealized foreign exchange gains - net	38,234	12,679
Total other income (expense)	355	300
Total other expense-net	(3,892)	(39,423)
INCOME BEFORE INCOME TAXES	92,151	52,942
INCOME TAX EXPENSE	(28,349)	(10,673)
NET INCOME	63,802	42,269
Net income attributable to noncontrolling interest	375	141
Redeemable Preferred Stock dividend	38,552	34,426
NET INCOME ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC	$ 24,875	$ 7,702
Net income per share attributable to Griffey Global Holdings, Inc. common stockholders:
Basic net income (loss) per ordinary share	$ 0.16	$ 0.05
Diluted net income (loss) per ordinary share	$ 0.14	$ 0.05
Weighted-average common shares outstanding:
Basic	153,321,585	153,303,505
Diluted	172,452,848	154,096,346

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 63,802	$ 42,269	$ 117,397	$ (37,375)
OTHER COMPREHENSIVE LOSS:
Net foreign currency translation adjustment losses	(33,363)	(8,755)
Net foreign currency translation adjustment (losses) gains			(31,603)	32,895
COMPREHENSIVE INCOME	30,439	33,514	85,794	(4,480)
Less: Comprehensive gain attributable to noncontrolling interest	374	139	328	(179)
COMPREHENSIVE INCOME ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC.	$ 30,065	$ 33,375	$ 85,466	$ (4,301)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands	Redeemable Preferred Stock	Parent [Member]	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Noncontrolling Interest	Total
Temporary Equity, Beginning Balance at Dec. 31, 2019	$ 549,837
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2019	543,526
Stockholders Equity, Beginning Balance at Dec. 31, 2019		$ (306,877)	$ 1,533	$ 1,054,600	$ (1,283,315)	$ (79,695)	$ 47,907	$ (258,970)
Beginning balance (in shares) at Dec. 31, 2019			153,302,255
Issuance of common stock in connection with employee stock option exercise (in shares)			1,250
Equity-based compensation activity		8,007		8,007				8,007
Redeemable Preferred Stock dividend								64,100
Redeemable Preferred Stock dividend	$ (64,120)	(64,120)		(64,120)				$ (64,120)
Redeemable Preferred Stock dividend (in shares)	63,384
Temporary Equity, ending Balance at Dec. 31, 2020	$ 613,957
Temporary Equity, ending Balance (in shares) at Dec. 31, 2020	606,910							606,910
Stockholders Equity, ending Balance at Dec. 31, 2020		(367,288)	$ 1,533	998,487	(1,320,508)	(46,800)	47,728	$ (319,560)
Ending balance (in shares) at Dec. 31, 2020			153,303,505
Temporary Equity, ending Balance at Dec. 31, 2020	$ 613,957
Temporary Equity, ending Balance (in shares) at Dec. 31, 2020	606,910							606,910
Stockholders Equity, ending Balance at Dec. 31, 2020		(367,288)	$ 1,533	998,487	(1,320,508)	(46,800)	47,728	$ (319,560)
Ending balance (in shares) at Dec. 31, 2020			153,303,505
Temporary Equity, Beginning Balance at Dec. 31, 2020	$ 613,957
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2020	606,910							606,910
Stockholders Equity, Beginning Balance at Dec. 31, 2020		(367,288)	$ 1,533	998,487	(1,320,508)	(46,800)	47,728	$ (319,560)
Beginning balance (in shares) at Dec. 31, 2020			153,303,505
Net loss		42,128			42,128		141	42,269
Other comprehensive loss		(8,755)				(8,755)	(2)	(8,757)
Equity-based compensation activity		3,202		3,202				3,202
Redeemable Preferred Stock dividend	$ 34,426							34,400
Redeemable Preferred Stock dividend (shares)	34,031
Redeemable Preferred Stock dividend		(34,426)		(34,426)				(34,426)
Temporary Equity, ending Balance at Jun. 30, 2021	$ 648,383
Temporary Equity, ending Balance (in shares) at Jun. 30, 2021	640,941
Stockholders Equity, ending Balance at Jun. 30, 2021		(365,139)	$ 1,533	967,263	(1,278,380)	(55,555)	47,867	$ (317,272)
Ending balance (in shares) at Jun. 30, 2021			153,303,505
Temporary Equity, Beginning Balance at Dec. 31, 2020	$ 613,957
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2020	606,910							606,910
Stockholders Equity, Beginning Balance at Dec. 31, 2020		(367,288)	$ 1,533	998,487	(1,320,508)	(46,800)	47,728	$ (319,560)
Beginning balance (in shares) at Dec. 31, 2020			153,303,505
Issuance of common stock in connection with employee stock option exercise		35		35				$ 35
Issuance of common stock in connection with employee stock option exercise (in shares)			10,000					10
Equity-based compensation activity		6,440		6,440				$ 6,440
Redeemable Preferred Stock dividend								71,400
Redeemable Preferred Stock dividend	$ (71,393)	(71,393)		(71,393)				(71,393)
Redeemable Preferred Stock dividend (in shares)	70,574
Temporary Equity, ending Balance at Dec. 31, 2021	$ 685,350							$ 685,350
Temporary Equity, ending Balance (in shares) at Dec. 31, 2021	677,484							677,484
Stockholders Equity, ending Balance at Dec. 31, 2021		(346,741)	$ 1,533	933,569	(1,203,440)	(78,403)	48,056	$ (298,685)
Ending balance (in shares) at Dec. 31, 2021			153,313,505
Temporary Equity, ending Balance at Jun. 30, 2021	$ 648,383
Temporary Equity, ending Balance (in shares) at Jun. 30, 2021	640,941
Stockholders Equity, ending Balance at Jun. 30, 2021		(365,139)	$ 1,533	967,263	(1,278,380)	(55,555)	47,867	(317,272)
Ending balance (in shares) at Jun. 30, 2021			153,303,505
Temporary Equity, Beginning Balance at Dec. 31, 2021	$ 685,350							$ 685,350
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2021	677,484							677,484
Stockholders Equity, Beginning Balance at Dec. 31, 2021		(346,741)	$ 1,533	933,569	(1,203,440)	(78,403)	48,056	$ (298,685)
Beginning balance (in shares) at Dec. 31, 2021			153,313,505
Temporary Equity, Beginning Balance at Dec. 31, 2021	$ 685,350							$ 685,350
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2021	677,484							677,484
Stockholders Equity, Beginning Balance at Dec. 31, 2021		(346,741)	$ 1,533	933,569	(1,203,440)	(78,403)	48,056	$ (298,685)
Beginning balance (in shares) at Dec. 31, 2021			153,313,505
Net loss		63,427			63,427		375	63,802
Other comprehensive loss		(33,363)				(33,363)	(1)	(33,364)
Cumulative Effect of Accounting Change - Adoption of ASU 2019-12 (See Note 2)		(1,360)			(1,360)			(1,360)
Issuance of common stock in connection with employee stock option exercise		29		29				29
Issuance of common stock in connection with employee stock option exercise (in shares)			9,375
Equity-based compensation activity		3,131		3,131				3,131
Redeemable Preferred Stock dividend	$ 38,552							38,500
Redeemable Preferred Stock dividend (shares)	38,109
Redeemable Preferred Stock dividend		(38,552)		(38,552)				(38,552)
Temporary Equity, ending Balance at Jun. 30, 2022	$ 723,902							$ 723,902
Temporary Equity, ending Balance (in shares) at Jun. 30, 2022	715,593							715,593
Stockholders Equity, ending Balance at Jun. 30, 2022		(353,429)	$ 1,533	898,177	(1,141,373)	(111,766)	48,430	$ (304,999)
Ending balance (in shares) at Jun. 30, 2022			153,322,880
Temporary Equity, ending Balance at Jun. 30, 2022	$ 723,902							$ 723,902
Temporary Equity, ending Balance (in shares) at Jun. 30, 2022	715,593							715,593
Stockholders Equity, ending Balance at Jun. 30, 2022		$ (353,429)	$ 1,533	$ 898,177	$ (1,141,373)	$ (111,766)	$ 48,430	$ (304,999)
Ending balance (in shares) at Jun. 30, 2022			153,322,880

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 63,802
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation	24,891
Amortization	24,110
Unrealized exchange gains on foreign denominated debt	(34,727)
Equity-based compensation	3,130
Deferred income taxes-net	7,790
Uncertain tax positions	109
Non-cash fair value adjustment for swaps and foreign currency exchange contracts	(16,244)
Amortization of debt issuance costs	3,122
Non-cash operating lease costs	5,486
Impairment of right of use assets	2,563
Other	2,777
Changes in current assets and liabilities:
Accounts receivable	6,909
Accounts payable	3,653
Accrued expenses	(20,097)
Lease liabilities, non-current	(6,249)
Income taxes receivable/payable	(639)
Interest Payable	6,895
Deferred revenue	3,723
Other	(700)
Net cash used in operating activities	80,304
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(30,372)
Purchase of minority investment	(2,000)
Net cash used in investing activities	(32,372)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt	(5,200)
Proceeds from common stock issuance	29
Equity issuance costs	(4,741)
Net cash provided by financing activities	(9,912)
EFFECTS OF EXCHANGE RATE FLUCTUATIONS	(11,178)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	26,842
Cash - beginning of the period	191,529
Cash - end of the period	$ 218,371

DESCRIPTION OF THE BUSINESS

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Description of Organization, Business Operations and Basis of Presentation

DESCRIPTION OF THE BUSINESS

1.	DESCRIPTION OF THE BUSINESS

Griffey Global Holdings, Inc. (“Griffey Holdings” or “the Company”) was incorporated in Delaware on September 25, 2012. In October of the same year, the Company indirectly acquired Getty Images, Inc. (“Getty Images”). As Griffey Holdings does not have any operations, Getty Images and its subsidiaries collectively represent the operations of the Company.

Getty Images is a world leader in serving the visual content needs of businesses with over 495 million assets available through its industry-leading sites; gettyimages.com, istock.com and unsplash.com. The Company serves businesses in almost every country in the world with websites in 23 languages bringing content to media outlets, advertising agencies and corporations and, increasingly, serving individual creators and prosumers.

Closing of the Business Combination — On July 22, 2022 (the “Closing Date”), Getty Images Holdings, Inc., formerly known as Vector Holding, LLC, consummated the transactions contemplated in the Business Combination Agreement, dated December 9, 2021 (the “Business Combination Agreement”). Through a series of statutory conversions and mergers, Griffey Holdings survived the merger as an indirect wholly-owned subsidiary of Getty Images Holdings, Inc. (“Business Combination”).

On the Closing Date, Getty Images Holdings, Inc. issued, (a) an aggregate of 66,000,000 Class A Common Shares for aggregate gross proceeds of $660 million and (b). 20,000,000 Class A Common Shares and 3,750,000 Forward Purchase Warrants for an aggregate purchase price of $200 million. The foregoing transactions resulted in aggregate gross proceeds to the Company of approximately $865 million, which included approximately $5 million remaining in the trust account. The Company expects to use the proceeds to repay a portion of its outstanding indebtedness (inclusive of any applicable prepayment premiums) and retirement of the Redeemable Preferred Stock.

In addition to the consideration paid at Closing, Getty Images Holdings, Inc. will issue to equity holders of the Company an aggregate of up to 65,000,000 shares of Class A Common Stock, issuable upon the occurrence of the applicable vesting events. Each option to purchase shares of the Company (whether vested or unvested) was converted into a comparable option to purchase Class A Common Stock of Getty Images Holdings, Inc.

1. DESCRIPTION OF THE BUSINESS

Griffey Global Holdings, Inc. (“Griffey Holdings” or “the Company”) was incorporated in Delaware on September 25, 2012. In October of the same year, the Company indirectly acquired Getty Images, Inc. (“Getty Images”). Getty Images and its subsidiaries collectively represent the operations of the Company.

Getty Images is a world leader in serving the visual content needs of businesses with over 477 million assets available through its industry-leading sites; gettyimages.com, istock.com and unsplash.com. The Company serves businesses in almost every country in the world with websites in twenty-two languages bringing content to media outlets, advertising agencies and corporations and, increasingly, serving individual creators and prosumers.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of June 30, 2022 and December 31, 2021 (in thousands):


	As of June 30, 2022		As of December 31, 2021
Cash and cash equivalents	$	213,803	$	186,301
Restricted cash		4,568		5,228
Total cash, cash equivalents and restricted cash	$	218,371	$	191,529

Restricted cash consists of cash held as collateral related to corporate credit cards and real estate lease obligations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Principles — The consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of December 31, 2021 and 2020 (in thousands):


	As of December 31,
	2021		2020
Cash and cash equivalents	$	186,301	$	156,478
Restricted cash		5,228		4,831
Total cash, cash equivalents and restricted cash	$	191,529	$	161,309

Restricted cash primarily consists of cash held as collateral related to corporate credit cards and real estate lease obligations.

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Allowance for doubtful accounts changed as follows during the years presented (in thousands):


	Year Ended December 31,
	2021		2020
Beginning of year	$	7,773	$	7,843
Provision		750		2,002
Deductions		(2,577)		(2,072)
End of year	$	5,946	$	7,773

Deductions represent balances written off, net of amounts recovered that had previously been written off, and the effect of exchange rate fluctuations.

The Company maintains a credit department that sets and monitors credit policies that establish credit limits and ascertains customer creditworthiness, thus reducing the risk of potential credit loss. Revenue is not recognized unless it is determined that collectability is reasonably assured. Revenue is recorded at invoiced amounts (including discounts and applicable sales taxes) less an allowance for sales returns which is based on historical information. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms.

For digital content licenses, the Company recognizes revenue on both its capped subscription-based, credit-based sales and single image licenses when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for capped subscription-based and credit- based products and recognizes the revenue associated with the unused licenses throughout the subscription or credit period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products.

See “Note 11 — Revenue” and “Note 20 — Segment and Geographic Information” for additional revenue disclosures.

DERIVATIVE INSTRUMENTS

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Derivative Liabilities

DERIVATIVE INSTRUMENTS

3.	DERIVATIVE INSTRUMENTS

The following table summarizes the location and fair value amounts of derivative instruments reported in the Condensed Consolidated Balance Sheets (in thousands):


	As of June 30, 2022				As of December 31, 2021
	Asset		Liability		Asset		Liability
Derivatives not designated as hedging instruments:
Foreign currency exchange options	$	462	$	—	$	804	$	—
Interest rate swaps		2,826		—		—		13,759
Total derivatives	$	3,288	$	—	$	804	$	13,759

3. DERIVATIVE INSTRUMENTS

The following table summarizes the fair value amounts of derivative instruments reported in the Consolidated Balance Sheets (in thousands):


	As of December 31,
	2021				2020
	Asset		Liability		Liability
Derivatives not designated as hedging instruments:
Foreign currency exchange options	$	804	$	—	$	1,827
Interest rate swaps		—		13,759		31,325
Total derivatives	$	804	$	13,759	$	33,152

For the interest rate swaps, the Company recognized gains of $17.6 million and losses of $13.3 million on these derivative instruments for the years ended December 31, 2021 and 2020, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value Measurements

FAIR VALUE OF FINANCIAL INSTRUMENTS

4.	FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instrument assets recorded at fair value as of June 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,146	$	—	$	—	$	30,146
Derivative assets:
Foreign currency exchange options		—	$	462		—		462
Interest rate swaps		—		2,826		—		2,826
	$	30,146	$	3,288	$	—	$	33,434


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900

The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach.

Financial instrument liabilities recorded or disclosed at fair value as of June 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,374,091	$	—	$	1,374,091
Senior Notes		—		285,000		—		285,000
Contingent Consideration		—		—		14,781		14,781
	$	—	$	1,659,091	$	14,781	$	1,673,872


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,475,759	$	—	$	1,475,759
Senior Notes		—		318,375		—		318,375
Contingent Consideration		—		—		14,039		14,039
Derivative liabilities:
Interest rate swap contracts		—		13,759		—		13,759
	$	—	$	1,807,893	$	14,039	$	1,821,932

The fair value of the Company’s Term Loans and Senior Notes are based on market quotes provided by a third-party pricing source.

The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs:


	Fair Value as of
	June 30, 2022		Valuation
	(in thousands)		Technique	Unobservable Input	Range
Contingent Consideration	$	14,781	Probability-adjusted discounted cash flow	Probabilities of success	55% – 100%
				Years until milestones are expected to be achieved	0.00 – 1.90 years
				Discount rate	8.10% – 8.53%

The following table presents changes in the fair value of the Contingent Consideration for the six months ended June 30, 2022 (in thousands):


December 31, 2021	$	14,039
Change in fair value of Contingent Consideration		742
June 30, 2022	$	14,781

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instrument assets recorded at fair value as of December 31 are as follows (in thousands):


	2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900


	2020
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	38,093	$	—	$	—	$	38,093
	$	38,093	$	—	$	—	$	38,093

The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach.

Financial instrument liabilities recorded or disclosed at fair value as of December 31 are as follows (in thousands):


	2021
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,475,759	$	—	$	1,475,759
Senior Notes		—		318,375		—		318,375
Contingent Consideration		—		—		14,039		14,039
Derivative liabilities:
Interest rate swap contracts		—		13,759		—		13,759
	$	—	$	1,807,893	$	14,039	$	1,821,932


	2020
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,507,053	$	—	$	1,507,053
Senior Notes		—		322,500		—		322,500
Derivative liabilities:
Foreign currency exchange options		—		1,827		—		1,827
Interest rate swap contracts		—		31,325		—		31,325
	$	—	$	1,862,705	$	—	$	1,862,705

The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs:


	Fair Value as of
	December 31, 2021		Valuation
	(in thousands)		Technique	Unobservable Input	Range
Contingent Consideration	$	14,039	Probability-adjusted discounted cash flow	Probabilities of success	55% – 100%
				Years until milestones are expected to be achieved	0.63 – 2.15 years
				Discount rate	8.10% – 8.53%

The following table presents changes in the fair value of the Contingent Consideration for the year ended December 31, 2021 (in thousands):


December 31, 2020	$	—
Issuance of Contingent Consideration in connection with acquisition		13,200
Change in fair value of Contingent Consideration		1,373
Effects of fluctuations in foreign currency exchange rates		(534)
December 31, 2021	$	14,039

- Definition

+ References + Details

PROPERTY AND EQUIPMENT - NET

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

PROPERTY AND EQUIPMENT-NET

PROPERTY AND EQUIPMENT-NET

5.	PROPERTY AND EQUIPMENT — NET

Property and equipment consisted of the following at the reported balance sheet dates (in thousands, except years):


	Estimated
	Useful
	Lives
	(in Years)		As of June 30, 2022		As of December 31, 2021
Contemporary imagery		5	$	369,301	$	379,837
Computer hardware purchased		3		5,683		5,639
Computer software developed for internal use		3		114,078		114,434
Leasehold improvements		2 – 20		11,469		11,459
Furniture, fixtures and studio equipment		5		14,880		15,167
Archival imagery		40		93,258		97,547
Other		3 – 4		2,325		2,439
Property and equipment				610,994		626,522
Less: accumulated depreciation				(443,954)		(455,626)
Property and equipment, net			$	167,040	$	170,896

Included in archival imagery as of June 30, 2022 and December 31, 2021 was $9.9 million and $10.3 million respectively, of imagery that has an indefinite life and therefore is not amortized.

5. PROPERTY AND EQUIPMENT — NET

Property and equipment consisted of the following at the reported balance sheet dates (in thousands, except years):


	Estimated
	Useful
	Lives	December 31,
	(in Years)	2021		2020
Contemporary imagery	5	$	379,837	$	387,015
Computer hardware purchased	3		5,639		8,828
Computer software developed for internal use	3		114,434		113,615
Leasehold improvements	2 – 20		11,459		11,434
Furniture, fixtures and studio equipment	5		15,167		14,430
Archival imagery	40		97,547		101,615
Other	3 – 4		2,439		2,566
Property and equipment			626,522		639,503
Less: accumulated depreciation			(455,626)		(467,339)
Property and equipment, net		$	170,896	$	172,164

Included in archival imagery as of December 31, 2021 and 2020 was $10.3 million and $10.8 million respectively, of imagery that has an indefinite life and therefore is not amortized.

GOODWILL

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

GOODWILL.

GOODWILL

6.	GOODWILL

Goodwill is tested annually for impairment on October 1 or upon a triggering event. No triggering events were identified in the six months ended June 30, 2022.

Goodwill changed during the six months ended June 30, 2022 (in thousands):


	Goodwill		Accumulated
	before		impairment
	impairment		charge		Goodwill – net
December 31, 2021	$	2,028,245	$	(525,000)	$	1,503,245
Effects of fluctuations in foreign currency exchange rates		(594)		—		(594)
June 30, 2022	$	2,027,651	$	(525,000)	$	1,502,651

6. GOODWILL

Goodwill was tested for impairment as of October 1, 2021 and 2020. The Company did not recognize a goodwill impairment charge during the year ended December 31, 2021 or 2020. The fair value of the Goodwill was estimated using both market indicators of fair value and the expected present value of future cash flows. As of December 31, 2021 and 2020, the accumulated impairment loss on Goodwill was $525.0 million.

Goodwill changed during the years presented as follows (in thousands):


	Goodwill		Accumulated
	before		impairment
	impairment		charge		Goodwill – net
December 31, 2019	$	1,954,521	$	(525,000)	$	1,429,521
Effects of fluctuations in foreign currency exchange rates		1,316		—		1,316
December 31, 2020		1,955,837		(525,000)		1,430,837
Goodwill related to acquisition		75,782		—		75,782
Effects of fluctuations in foreign currency exchange rates		(3,374)		—		(3,374)
December 31, 2021	$	2,028,245	$	(525,000)	$	1,503,245

IDENTIFIABLE INTANGIBLE ASSETS - NET

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

GOODWILL.

IDENTIFIABLE INTANGIBLE ASSETS - NET

7.	IDENTIFIABLE INTANGIBLE ASSETS — NET

Identifiable intangible assets consisted of the following at June 30, 2022 and December 31, 2021 (in thousands, except years):


	Range of
	Estimated	As of June 30, 2022						As of December 31, 2021
	Useful Lives	Gross		Accumulated		Net		Gross		Accumulated			Net
	(Years)	Amount		Amortization		Amount		Amount		Amortization			Amount
Trade name	Indefinite	$	386,318	$	—	$	386,318	$	402,581	$	—	$	402,581
Trademarks and trade names	5 – 10		103,982		(100,962)		3,020		104,174		(96,041)		8,133
Patented and unpatented technology	3 – 10		109,005		(99,537)		9,468		112,288		(97,818)		14,470
Customer lists, contracts, and relationships	5 – 11		388,205		(350,643)		37,562		404,421		(350,997)		53,424
Non-compete Covenant	3		900		(878)		22		900		(811)		89
Other identifiable intangible assets	3 – 13		6,889		(6,813)		76		7,110		(6,955)		155
		$	995,299	$	(558,833)	$	436,466	$	1,031,474	$	(552,622)	$	478,852

The Company determined that there was no indication of impairment of the intangible assets for any period presented. Estimated amortization expense is: $22.5 million for the remaining six months of 2022, $24.8 million in 2023, $2.2 million in 2024, $2.2 million in 2025, and $0.8 million in 2026.

7. IDENTIFIABLE INTANGIBLE ASSETS — NET

Identifiable intangible assets consisted of the following at the reported balance sheet dates (in thousands, except years):


		December 31,
		2021						2020
	Range of
	Estimated
	Useful Lives	Gross		Accumulated		Net		Gross		Accumulated		Net
	(Years)	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade name	Indefinite	$	402,581	$	—	$	402,581	$	409,722	$	—	$	409,722
Trademarks and trade names	5 – 10		104,174		(96,041)		8,133		104,355		(85,976)		18,379
Patented and unpatented technology	3 – 10		112,288		(97,818)		14,470		106,342		(91,558)		14,784
Customer lists, contracts, and relationships	5 – 11		404,421		(350,997)		53,424		419,673		(336,919)		82,754
Non-compete Covenant	3		900		(811)		89		900		(677)		223
Other identifiable intangible assets	3 – 13		7,110		(6,955)		155		7,147		(6,826)		321
		$	1,031,474	$	(552,622)	$	478,852	$	1,048,139	$	(521,956)	$	526,183

The Getty Images trade name was valued using an estimated royalty rate which considered name recognition, licensing practices of the Company and its competitors for similar services, and other relevant qualitative factors.

Based on balances at December 31, 2021, the estimated aggregate amortization expense for identifiable intangible assets for the next five years is as follows (in thousands):


Fiscal Years Ended December 31,
2022	$	45,000
2023	$	24,752
2024	$	2,218
2025	$	2,209
2026	$	773

OTHER ASSETS AND LIABILITIES

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

OTHER ASSETS AND LIABILITIES

OTHER ASSETS AND LIABILITIES

8.	OTHER ASSETS AND LIABILITIES

Other Long-Term Assets — Other long-term assets consisted of the following at the reported balance sheet dates (in thousands):


	As of June 30,		As of December 31,
	2022		2021
Long term note receivable from a related party	$	24,000	$	24,000
Minority and other investments		11,924		10,621
Other		9,418		6,471
	$	45,342	$	41,092

Accrued Expenses — Accrued expenses at the reported balance sheet dates are summarized below (in thousands):


	As of June 30,		As of December 31,
	2022		2021
Accrued compensation and related costs	$	18,394	$	38,232
Lease Liabilities		10,468		—
Accrued contingent consideration		10,000		9,456
Interest payable		16,645		9,750
Other		5,120		9,131
	$	60,627	$	66,569

Other Long-Term Liabilities — Other long-term liabilities consisted of the following at the reported balance sheet dates (in thousands):


	As of June 30,		As of December 31,
	2022		2021
Accrued Contingent Consideration (net of current portion)	$	4,781	$	4,583
Derivative liabilities (net of current portion)		—		13,073
Other		2,779		9,305
	$	7,560	$	26,961

8. OTHER ASSETS AND LIABILITIES

Other Long-Term Assets — Other long-term assets consisted of the following at the reported balance sheet dates (in thousands):


	December 31,
	2021		2020
Long term note receivable from a related party (Note 2)	$	24,000	$	24,000
Minority and other investments (Note 2)		10,621		11,292
Tax benefit (Note 17)		3,300		3,500
Equity method investment		1,207		2,291
Long term deposits		1,754		2,071
Other		210		201
	$	41,092	$	43,355

Accrued Expenses — Accrued expenses at the reported balance sheet dates are summarized below (in thousands):


	December 31,
	2021		2020
Accrued compensation and related costs	$	38,232	$	16,949
Interest payable		9,750		9,750
Accrued contingent consideration		9,456		—
Accrued legal costs		3,436		1,483
Accrued taxes		1,762		1,006
Accrued restructuring		1,033		4,702
Derivative liabilities		686		1,827
Other		2,214		1,342
	$	66,569	$	37,059

Other Long-Term Liabilities — Other long-term liabilities consisted of the following at the reported balance sheet dates (in thousands):


	December 31,
	2021		2020
Derivative liabilities (net of current portion)	$	13,073	$	31,325
Accrued contingent consideration (net of current portion)		4,583		—
Deferred rent (net of current portion)		3,370		3,953
Deferred revenue (net of current portion)		3,387		948
Accrued restructuring (net of current portion)		1,441		1,995
Other		1,107		1,327
	$	26,961	$	39,548

DEBT

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

DEBT

DEBT

DEBT

Debt included the following (in thousands):


	As of June 30,		As of December 31,
	2022		2021
Senior Notes	$	300,000	$	300,000
USD Term Loans		992,600		997,800
EUR Term Loans		438,911		473,798
Less: issuance costs and discounts amortized to interest expense		(11,032)		(14,127)
Less: short-term debt – net		(6,672)		(6,481)
Long-term debt – net	$	1,713,807	$	1,750,990

The face value of the EUR Term Loans was €419 million as of June 30, 2022 and December 31, 2021. The table above converted the EUR Term Loans to USD using currency exchange rates as of those dates.

As of June 30, 2022, the Company was compliant with all debt covenants and obligations.

9. DEBT

Debt included the following (in thousands):


	December 31,
	2021		2020
Senior Notes	$	300,000	$	300,000
USD Term Loans		997,800		1,008,200
EUR Term Loans		473,798		520,316
Less: issuance costs and discounts amortized to interest expense		(14,127)		(20,785)
Less: short-term debt – net		(6,481)		(14,271)
Long-term debt – net	$	1,750,990	$	1,793,460

In February of 2019, the Company issued $300.0 million of Senior Unsecured Notes (“Senior Notes”) and entered into a senior secured credit facility (“Credit Facility”) consisting of (i) a $1,040.0 million term loan facility (“USD Term Loans”), (ii) a

€450.0 million term loan facility (“EUR Term Loans”) (together with the USD Term Loans the “Term Loans”) and (iii) an $80.0 million revolving credit facility that can be upsized to $110.0 million (“Revolver”).

The Senior Notes are due March 1, 2027, and bear interest at a rate of 9.750% per annum. Interest on the notes is payable semi-annually on March 1 and September 1 of each year. The Company may redeem the Senior Notes earlier than March 1, 2027 subject to prepayment premiums.

The USD Term Loans amortizes in quarterly installments of $2.6 million, with the remaining balance due at maturity. There is no amortization on the EUR Term Loan. The USD Term Loans and the EUR Term Loans mature in 2026. The Company may voluntarily prepay loans or reduce commitments under the Credit Facility without premium or penalty.

The face value of the EUR Term Loans was €419.0 million and €425.0 million as of December 31, 2021 and 2020, converted using currency exchange rates as of those dates.

The Credit Facility requires a principal payment with the net cash proceeds of certain events and up to 50% of excess cash flow (subject to reduction based on the achievement of specified net first lien leverage ratios). No excess cash flow principal payment was required for the year ended December 31, 2021 based on the net first lien leverage ratio. The Company calculated required excess cash flow payments of $36.6 million for the year ended December 31, 2020. The calculated excess cash flow payments as of December 31, 2020 were paid against the EUR Term Loans in the amount of €31.0 million. The payments were made in the fourth quarter of 2020 (€25.0 million) and first quarter of 2021 (€6.0 million). The excess cash flow payment made in the first quarter of 2021 is included in “Short-term debt — net” on the Consolidated Balance Sheet as of December 31, 2020.

The obligations under the Credit Facility are secured by a first priority lien on substantially all of the Company’s assets.

For the USD Term Loans, the interest rate for base rate loans is 3.50% plus the greater of the prime rate in effect, the NYFRB Rate plus 0.5% or the Adjusted Eurodollar rate for a one-month interest period plus 1%. The interest rate for Eurodollar loans with respect to the USD Term Loans is the sum of the applicable rate of 4.50%, plus the Adjusted Eurodollar rate. The Eurodollar rate for borrowings denominated in USD is defined as the greater of the LIBO Screen rate per annum for deposits of dollars for the applicable interest period as of 11:00 a.m. London time two business days prior to the first day in such interest period, or 0.0% The Adjusted Eurodollar rate is defined as the interest rate per annum (rounded upward, if necessary, to the next 1/16 of 1% ), equal to the Eurodollar Rate for the interest period multiplied by the Statutory Reserve Rate. For the EUR Term Loans, the interest rate for loans is the sum of the applicable rate of 5.0%, plus the Adjusted Eurodollar rate. The Eurodollar rate for borrowings denominated in EUR is defined as the greater of the EURIBOR Screen rate per annum for deposits of Euro for the applicable interest period as of approximately 11:00 a.m. Brussels time two business days prior to the first day in such interest period, or 0.0%. The Adjusted Eurodollar rate is defined as the interest rate per annum (rounded upward, if necessary, to the next 1/16 of 1%), equal to the Eurodollar Rate for the interest period multiplied by the Statutory Reserve Rate. The average rate for the USD Term loan was 4.63% and 5.00% for the EUR Term Loan for the year ended December 31, 2021.

The Company has not borrowed on the Revolver and incurred fees of $0.4 million during the years ended December 31, 2021 and 2020. The Revolver matures in 2024.

Debt issuance costs and discounts related to the Senior Notes, USD Term Loan and EUR Term Loan are reported in the Consolidated Balance Sheet as a direct deduction from the face amount of the debt. These costs are amortized as a component of “Interest expense” in the Consolidated Statements of Operations utilizing the effective interest method. As of December 31, 2021, the Company was compliant with all debt covenants and obligations.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

COMMITMENTS AND CONTINGENCIES

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES.

10.

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES


	Years Ending December 31,
	2022		2023		2024		2025		2026		Thereafter		Total
USD Term Loans and EUR Term loans:
Principal payments	$	10,400	$	10,400	$	10,400	$	10,400	$	1,429,998	$	—	$	1,471,598
Interest payments		74,013		80,710		84,250		84,092		11,506		—		334,571
Senior Notes:
Principal payments		—		—		—		—		—		300,000		300,000
Interest payments		29,250		29,250		29,250		29,250		29,250		14,625		160,875
Interest rate swaps		8,376		5,081		598		—		—		—		14,055
Revolver commitment fee		404		404		69		—		—		—		877
Operating lease payments on facilities leases		14,376		11,713		12,060		12,016		6,686		26,059		82,910
Minimum royalty guarantee payments to content suppliers		44,684		38,344		31,513		30,587		13,493		16,000		174,621
Technology purchase commitments		3,944		2,001		—		—		—		—		5,945
Other commitments		3,391		833		—		—		—		—		4,224
Total commitments	$	188,838	$	178,736	$	168,140	$	166,345	$	1,490,933	$	356,684	$	2,549,676

applicable. Historically, the exposure to such claims has been immaterial, as were the recorded liabilities for intellectual property infringement at December 31, 2021 and 2020.

●

agreements with vendors and suppliers, under which the Company may indemnify them against claims arising from Getty Images’ use of their products or services;

●

agreements with customers other than those licensing images, under which the Company may indemnify them against claims arising from their use of Getty Images’ products or services;

●

agreements with agents, delegates and distributors, under which the Company may indemnify them against claims arising from their distribution of Getty Images’ products or services;

●

real estate and equipment leases, under which the Company may indemnify lessors against third-party claims relating to use of their property;

●

agreements with directors and officers, under which the Company indemnifies them to the full extent allowed by Delaware law against claims relating to their service to Getty Images;

●

agreements with initial purchasers and underwriters of the Company’s debt securities, under which Getty Images indemnifies them against claims relating to their participation in the Transactions.

The Company is subject to a variety of legal claims and suits that arise from time to time in the ordinary course of business. Although management currently believes that resolving such claims, individually or in aggregate, will not have a material adverse impact on the consolidated financial statements, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company holds insurance policies that mitigate potential losses arising from certain indemnifications, and historically, significant costs related to performance under these obligations have not been incurred.

REVENUE

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

REVENUE

REVENUE

11.

REVENUE

The Company distributes its content and services offerings through three primary products:

Creative — Creative is comprised of royalty free photos, illustrations, vectors and videos, that are released for commercial use and cover a wide variety of commercial, conceptual and contemporary subjects, including lifestyle, business, science, health, wellness, beauty, sports, transportation and travel. This content is available for immediate use by a wide range of customers with a depth and quality allowing our customers to produce impactful websites, digital media, social media, marketing campaigns, corporate collateral, textbooks, movies, television and online video content relevant to their target geographies and audiences. We primarily source Creative content from a broad network of professional, semi-professional and amateur creators, many of whom are exclusive to Getty Images. We have a global creative team of over 90 employees dedicated to providing briefing and art direction to our exclusive contributor community.

Editorial — Editorial is comprised of photos and videos covering the world of entertainment, sports and news. We combine contemporary coverage of events around the globe with one of the largest privately held archives globally with access to images from the beginning of photography. We invest in a dedicated editorial team of over 300 employees which includes over 115 staff photographers and videographers to generate our own event coverage in addition to coverage from our network of primarily exclusive contributors and content partners.

Other — The Company offers a range of additional products and services to deepen the customer relationships, enhance customer loyalty and create additional differentiation in the market. These additional products and services currently include music licensing, digital asset management and distribution services, print sales and data revenues.

The following table summarizes the Company’s revenue by product (in thousands):


	Six Months Ended June 30,
	2022		2021
Creative	$	295,067	$	292,765
Editorial		161,698		142,509
Other		7,540		7,340
Total Revenue	$	464,305	$	442,614

The June 30, 2022 deferred revenue balance will be earned as content is downloaded, services are provided or upon the expiration of subscription-based products, and nearly all is expected to be earned within the next twelve months. During the six months ended June 30, 2022, the Company recognized revenue of $101.3 million, that had been included in deferred revenue as of January 1, 2022.

11. REVENUE

The Company distributes its content and services offerings through three primary products:

Creative — Creative is comprised of royalty free photos, illustrations, vectors and videos, that are released for commercial use and cover a wide variety of commercial, conceptual and contemporary subjects, including lifestyle, business, science, health, wellness, beauty, sports, transportation and travel. This content is available for immediate use by a wide range of customers with a depth and quality allowing our customers to produce impactful websites, digital media, social media, marketing campaigns, corporate collateral, textbooks, movies, television and online video content relevant to their target geographies and audiences. We primarily source Creative content from a broad network of professional, semi-professional and amateur creators, many of whom are exclusive to Getty Images. We have a global creative team of over 85 employees dedicated to providing briefing and art direction to our exclusive contributor community.

Editorial — Editorial is comprised of photos and videos covering the world of entertainment, sports and news. We combine contemporary coverage of events around the globe and have the largest privately held photographic archive globally with access to images from the beginning of photography. We invest in a dedicated editorial team of nearly 300 employees which includes over 120 award-winning staff photographers and videographers to generate our own coverage in addition to coverage from our network of primarily exclusive contributors and content partners.

The following table summarizes the Company’s revenue by product (in thousands):


	Year Ended December 31,
	2021		2020
Creative Stills	$	596,917	$	532,732
Editorial Stills		306,631		266,699
Other		15,140		15,970
Total Revenue	$	918,688	$	815,401

The December 31, 2021 deferred revenue balance will be earned as content is downloaded, services are provided or upon the expiration of subscription-based products, and nearly all is expected to be earned within the next twelve months. Of the deferred revenue balance as of January 1, 2021, $120.2 million of total revenue recognized for the year ended December 31, 2021 was generated from this balance.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=49130388

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+ Details

REDEEMABLE PREFERRED STOCK

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Class A Ordinary Shares Subject to Possible Redemption.

REDEEMABLE PREFERRED STOCK.

12.

REDEEMABLE PREFERRED STOCK

Under the second amended and restated certificate of incorporation, the Company’s is authorized to issue up to 900,000 shares of series A preferred stock (the “Redeemable Preferred Stock”) with a par value of $0.01 per share. There are 715,593 and 677,484 Redeemable Preferred Stock shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively.

Dividends declared and issued totaled $38.5 million (38,109 shares) for the six months ended June 30, 2022 and $34.4 million (34,031 shares) for the six months ended June 30, 2021. Preferred dividends are included in the Statements of Redeemable Preferred Stock and Stockholders’ Deficit as a detriment to common stockholders and a benefit to Redeemable Preferred stockholders. Such dividends are also included as an adjustment to net income attributable to Griffey Holdings. See “Note 16 — Net Income Attributable to Common Stockholders”.

The Company has classified its Redeemable Preferred Stock as mezzanine equity in the balance sheets as the shares are redeemable at the option of the holders.

The Redeemable Preferred Stock is considered probable of becoming redeemable as the holders have an option to request redemption of their Redeemable Preferred Shares on February 19, 2027. The Redeemable Preferred Stock has no voting rights and is not convertible into any other equity interests.

As a result of the Business Combination, the outstanding Redeemable Preferred Stock was retired in full through a combination of a cash payment of approximately $615 million and a rollover of $150 million in the form of 15,000,000 shares of Getty Images Holdings, Inc. Class A Common Stock.

12. REDEEMABLE PREFERRED STOCK

Under the second amended and restated certificate of incorporation, the Company’s is authorized to issue up to 900,000 shares series A preferred stock (the “Redeemable Preferred Stock”) with a par value of $0.01 per share. There are 677,484 and 606,910 Redeemable Preferred Stock shares issued and outstanding as of December 31, 2021 and 2020, respectively.

The holders of the Company’s Redeemable Preferred Stock have the following rights, preferences, and privileges:

Dividends — Preferential cumulative dividends accrue on each share of Redeemable Preferred Stock outstanding on a daily basis in arrears at the applicable dividend rate then in effect. The dividend rate for the Redeemable Preferred Stock is a floating rate equal to the 5-Year Constant Maturity Treasury Rate, plus the spread, which shall be either (i) if the dividend is being paid in cash, the cash dividend spread in the table below, or (ii) if the Company does not declare and pay in full the dividend in cash the accrued dividend spread in the table below:


	Spread Increase
	(effective on the
	first day of the
	applicable		Cash Dividend		Accrued
Dividend Period	period)		Spread		Dividend
From February 19, 2019 through February 19, 2024	N/A		7.50	%	8.00	%
From February 19, 2024 through February 19, 2025	1.00	%	8.50	%	9.00	%
From February 19, 2025 through February 19, 2026	1.00	%	9.50	%	10.00	%
From February 19, 2026 through February 19, 2027	1.00	%	10.50	%	11.00	%
From February 19, 2027 through February 19, 2028	1.00	%	11.50	%	12.00	%
From February 19, 2028 through February 19, 2029	1.00	%	12.50	%	13.00	%
From February 19, 2030	N/A		12.50	%	13.00	%

Dividends declared and issued totaled $71.4 million (70,574 shares) and $64.1 million (63,384 shares) in 2021 and 2020, respectively. Preferred dividends are included in the Statements of Redeemable Preferred Stock and Stockholders’ Deficit as a detriment to common stockholders and a benefit to Redeemable Preferred stockholders. Such dividends are also included as an adjustment to net loss attributable to Griffey Holdings. See “Note 19 — Net Income (Loss) Per Share Attributable to Common Stockholders”.

Redemption — The Company may elect to redeem outstanding shares of Redeemable Preferred Stock with a stated value of $50.0 million or greater, in cash at a redemption price per share of Redeemable Preferred Stock equal to the Redemption Price described below:

●

Any redemption occurring prior to February 19, 2022 (the “First Call Date”), an amount per share of Redeemable Preferred Stock calculated based on the net present value of the product of 105% multiplied by the liquidation value of such share of Redeemable Preferred Stock.

●

Any redemption occurring on or after the First Call Date, an amount per share of Redeemable Preferred Stock equal to (i) the liquidation value of such share of Redeemable Preferred multiplied by (ii) the redemption percentage as set forth in the table below:


	Redemption
Period in Which Such Date Occurs	Percentage
If such date occurs during the period from and including the First Call Date to, but not including, February 19, 2023	105.00	%
If such date occurs during the period from and including February 19, 2023 to, but not including, February 19, 2024	102.50	%
If such date occurs on or after February 19, 2024	100.00	%

The Company did not elect to redeem any outstanding shares of the Redeemable Preferred Stock prior to the First Call Date.

The Redeemable Preferred Stock is puttable by the holder on February 19, 2027 at redemption price per share of Redeemable Preferred Stock equal to the liquidation value.

The Redeemable Preferred Stock becomes mandatorily redeemable upon any liquidation, bankruptcy, change of control or forced transaction event, which are conditional events not certain to occur.

Classification — The Company has classified its Redeemable Preferred Stock as mezzanine equity in the balance sheets as the shares are redeemable at the option of the holders.

Measurement — The Redeemable Preferred Stock is considered probable of becoming redeemable as the holders have an option to request redemption of their Redeemable Preferred Shares on February 19, 2027. As such, the Redeemable Preferred Stock is valued at current redemption amount and any future changes in the redemption value will be recognized in the period they occur.

The Redeemable Preferred Stock has no voting rights and is not convertible into any other equity interests.

EQUITY-BASED COMPENSATION

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

EQUITY-BASED COMPENSATION

Equity Based Compensation

13.

EQUITY-BASED COMPENSATION

Equity-based compensation expense is recorded in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations, net of estimated forfeitures. Equity-based compensation, net of forfeitures was $3.1 million and $3.2 million for the six months ended June 30, 2022 and June 30, 2021, respectively.

During the six months ended June 30, 2022, no options to purchase shares of its common stock were granted. As of June 30, 2022, there were 20,204,559 options vested and exercisable with a weighted average exercise price of $4.02. As of June 30, 2022, the total unrecognized compensation charge related to non-vested options was approximately $6.0 million, which is expected to be recognized through 2025.

14. EQUITY-BASED COMPENSATION

Certain employees of the Company have been granted equity awards under the Amended and Restated 2012 Equity Incentive Plan of the Parent (the “Equity-Based Compensation Plan”). Under this plan, certain employees of the Company were granted a combination of time-based and performance-based awards. The Equity-Based Compensation Plan generally requires exercise of stock options within 10 years of the grant date. Vesting is determined by the applicable grant agreement and has historically occurred either in time-based installments over four or five years from date of grant, or upon achievement of certain performance targets over a five-year period.

The total number of awards authorized under the Amended Equity-Based Compensation Plan is 32.0 million. All awards have been issued with exercise prices equal to no less than the estimated fair value of the common stock on the grant date. Any awards issued as a result of option exercises are subject to restrictions as outlined in the Second Amended and Restated Certificate of Incorporation.

Equity award activity during the years ended December 31, 2021 and 2020 was as follows (in thousands except weighted average data and years):


		Weighted		Remaining
	Number	Average		Average
	of	Exercise		Contractual
	awards	Price		Life (in Years)
Outstanding – December 31, 2020	26,961	$	4.73	6.37
Grants	4,000	$	4.25
Exercises	(10)	$	3.50
Pre-vesting forfeitures	(698)	$	3.45
Post-vesting cancellations	(347)	$	3.65
Outstanding – December 31, 2021	29,906	$	4.71	5.87
Exercisable – December 31, 2021	21,465	$	5.06	4.91

As of December 31, 2021 there was $10.6 million of total unrecognized compensation expense related to outstanding time-based awards, which the Company expects to recognize over a weighted average period of approximately 2.3 years. During the years ended December 31, 2021 and 2020, the fair value of time-based awards that vested was $6.7 million and $10.1 million, respectively.

The weighted-average grant-date fair value, the valuation model used to estimate the fair value, and the assumptions input into that model, for awards granted were as follows:


	Year Ended December 31,
	2021			2020
Weighted average grant date fair value per award	$	1.52		$	1.56
Valuation model used		Black-Scholes			Black-Scholes
Expected award price volatility		35	%		50	%
Risk-free rate of return		1.15	%		1.08	%
Expected life of awards		6.1 years			6.1 years
Expected rate of dividends		None			None

The stock volatility assumption for award-based compensation is based on historical volatilities of the common stock of several public companies with characteristics similar to those of the Company since the Company’s common stock is not traded in the public market.

The risk-free rate of return represents the implied yield available during the month the award was granted for a U.S. Treasury zero-coupon security issued with a term equal to the expected life of the awards.

The expected life is measured from the grant date and is based on the simplified method calculation.

Equity-based compensation expense is recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Operations, net of estimated forfeitures. The Company recognized equity-based compensation — net of estimated forfeitures of $6.4 million and $8.0 million for the years ending December 31, 2021 and 2020, respectively.

LEASES

6 Months Ended

Jun. 30, 2022

LEASES

LEASES

14.

LEASES

The Company’s leases relate primarily to office facilities that expire on various dates from 2022 through 2032, some of which include one or more options to renew. All of the Company’s leases are classified as operating leases. Operating leases are included in “Right of use assets” in the Condensed Consolidated Balance Sheets. Current portion of the lease liabilities are included in “Accrued

liabilities” and non-current portion of lease liabilities are included in “Lease liabilities” in the Condensed Consolidated Balance Sheets. Operating lease costs, including insignificant costs related to short-term leases, were $6.6 million and $6.0 million for the six months ended June 30, 2022 and June 30, 2021, respectively.

Additional information related to the Company’s leases as of and for the six months ended June 30, 2022, is as follows (in thousands, except for the lease term and discount rate):


	As of June 30,
	2022
Right of use asset	$	49,959
Lease liabilities, current		10,468
Lease liabilities, non-current		49,113
Total lease liabilities	$	59,581
Weighted average remaining lease term		6.8 years
Weighted average discount rate		5.6	%
Cash paid for amounts included in lease liabilities	$	7,470
Right of use asset obtained in exchange for lease obligation upon adoption	$	53,076
Right of use asset obtained in exchange for lease obligation during six months ending June 30, 2022	$	5,514

As of June 30, 2022, the Company signed a new lease for office space effective as of March of 2022 which increased commitments by $8.4 million through August of 2032. The lease for the existing space the Company occupied was expiring.

Maturities of lease liabilities as of June 30, 2022 were as follows (in thousands):


	As of June 30,
Year ending December 31,	2022
2022 (remaining)	$	6,925
2023		11,811
2024		12,205
2025		12,106
2026		6,679
Thereafter		24,918
Total undiscounted lease payments		74,644
Less: imputed interest	$	(15,063)
Total lease liabilities	$	59,581

Due to hybrid working arrangements, the Company reassessed its office needs and subleased several office locations during the six months ending June 30, 2022. These agreements were considered to be operating leases. The Company has not been legally released from the primary obligations under the original leases and therefore the Company continues to account for the original lease separately. The Company recorded an ROU asset impairment charge in the six months ending June 30, 2022 of $2.6 million, which was the amount by which the carrying value of the lease ROU assets exceeded the fair values. Estimates of the fair values are based on the discounted cash flows of estimated net rental income for the office spaces subleased. The ROU asset impairment charge is included in “Other operating expense (income) — net” on the Condensed Consolidated Statement of Operations. Rent income from the sublessees is included in the statement of operations on a straight-line basis as an offset to rent expense associated with the original operating lease included in “Selling, general and administrative expenses” on the Condensed Consolidated Statement of Operations.

INCOME TAXES

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

INCOME TAXES

INCOME TAXES

15.

INCOME TAXES

The Company recorded an income tax expense of $28.3 million for the six months ended June 30, 2022, as compared to an income tax expense of $10.7 million for the six months ended June 30, 2021. The increase in tax expense compared to the prior year is primarily due to changes in pre-tax income, valuation allowance, and a release of uncertain tax position reserve during the six months ended June 30, 2021. The provision for income taxes for interim periods is determined using an estimate of our annual effective rate. Any changes to the estimated annual rate are recorded in the interim period in which the changes occur.

The Company’s effective income tax rate for the six months ended June 30, 2022 was 30.8%. The most significant drivers of the difference between the Company’s 2022 statutory U.S. federal income tax rate of 21.0% and the Company’s effective tax rate are primarily due to jurisdictions with losses for which no tax benefit can be recognized and foreign withholding tax expense not

analogous to pre-tax income. The effective income tax rate for the six months ended June 30, 2021 was 20.2%. The most significant driver of the difference between the Company’s 2021 statutory U.S. federal income tax rate of 21.0% and the Company’s effective tax rate was a release of uncertain tax position reserve during the six months ended June 30, 2021.

17. INCOME TAXES

The components of income (loss) before income taxes are as follows (in thousands):


	Year Ended December 31,
	2021		2020
United States	$	104,984	$	(27,823)
Foreign		31,142		(36)
Income (loss) before income taxes	$	136,126	$	(27,859)

The components of income tax expense (benefit) are as follows (in thousands):


	Year Ended December 31,
	2021		2020
Current:
United States	$	22,321	$	8,854
Foreign		(7,756)		12,095
Total current income tax expense (benefit)		14,565		20,949
Deferred:
United States		4,698		(13,227)
Foreign		(534)		1,794
Total deferred income tax expense (benefit)		4,164		(11,433)
Total provision for income tax expense	$	18,729	$	9,516

The items accounting for the difference between income taxes computed at the U.S. federal statutory rate and the effective income tax rate are as follows (in thousands):


	Year Ended December 31,
	2021		2020
Federal income tax expense (benefit) at the statutory rate	$	28,586	$	(5,849)
Effect of:
State taxes, net of federal benefit		3,632		643
Tax impact of foreign earnings and losses		(10,171)		3,644
Stock-based compensation		236		169
Valuation allowance		1,532		13,763
Tax credits		(5,030)		(3,213)
Other, net		(56)		359
Income tax expense (benefit)	$	18,729	$	9,516

Uncertain Tax Positions — The Company follows the provisions of accounting for uncertainty in income taxes. This guidance clarifies the accounting for uncertainty in income taxes recognized in the consolidated financial statements and prescribes a recognition threshold of more likely than not and a measurement attribute on all tax positions taken or expected to be taken in a tax return for their recognition in the financial statements.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):


	Year Ended December 31,
	2021		2020
Uncertain tax benefits, beginning of year	$	47,637	$	45,003
Gross increase to tax positions related to prior years		121		1,239
Gross decrease to tax positions related to prior years		(413)		(42)
Gross increase to tax positions related to the current year		2,204		2,082
Gross decrease to tax positions related to the current year		—		—
Settlements		—		—
Lapse of statute of limitations		(16,124)		(645)
Uncertain tax benefits, end of year	$	33,425	$	47,637

As of December 31, 2021, the Company had $33.4 million of gross unrecognized tax benefits, of which $27.9 million, if fully recognized, would affect our effective tax rate. The timing of resolution for these liabilities is uncertain. The resolution of these items may result in additional or reduced income tax expense. Possible releases of liabilities due to expirations of statutes of limitations will have the effect of decreasing our income tax expense and the effective tax rate, if and when they occur. Although the timing of resolution and/or closure of tax audits cannot be predicted with certainty, the Company believes it is reasonably possible that approximately $6.0 million of its reserves for uncertain tax positions may be released in the next 12 months.

The Company recognizes interest and penalties related to liabilities for uncertain tax positions in income tax expense in the consolidated statements of operations. Interest and penalties were ($5.3) million and $2.5 million for the years ended December 31, 2021 and 2020, respectively. The Company has recognized total accrued interest and penalties of approximately $13.3 million as of December 31, 2021, and $18.6 million as of December 31, 2020, relating to uncertain tax positions.

The Company conducts business globally and, as a result, the Company and its subsidiaries file income tax returns in the U.S., including various states, and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. With few exceptions, the tax years 2015 and forward are open for U.S. federal and state income tax matters. With few exceptions, foreign tax filings are open for years 2012 and subsequent years. As of December 31, 2021, the Company is currently undergoing audit examinations for tax years 2005 through 2017 by the German Federal Ministry of Finance, for tax years 2015 through 2017 by the New York State Department of Taxation, and for tax years 2012 through 2016 by the Canada Revenue Agency.

Deferred Taxes and Valuation Allowances — The Company follows authoritative guidance for accounting for income taxes, which requires the Company to reduce deferred tax by a valuation allowance if, based on the weight of all available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all available evidence for the realizability of U.S. deferred tax assets, the Company provided a valuation allowance of $106.4 million and $101.8 million for the years ended December 31, 2021 and December 31, 2020, respectively. In future periods, the Company will evaluate the positive and negative evidence available at the time in order to support its analysis for a valuation allowance, and as a result the Company may release its valuation allowance in part, or in total, when it becomes more likely than not that the deferred tax assets will be realized.

Deferred tax assets, liabilities and valuation allowance are as follows (in thousands):


	December 31,
	2021		2020
Deferred tax assets
Income tax attributes	$	204,531	$	195,670
Accrued liabilities and reserves		9,951		7,076
Prepaid expenses		6,483		10,208
Stock-based compensation expense		9,308		8,356
Other		1,150		11,112
Gross deferred tax assets		231,423		232,422
Less valuation allowance		(205,877)		(210,551)
Total deferred tax assets		25,546		21,871
Deferred tax liabilities
Amortization and depreciation		(39,167)		(31,794)
Other		(2,081)		—
Net deferred tax liabilities, net of valuation allowance	$	(15,702)	$	(9,923)

The deferred tax assets at December 31, 2021, with respect to net operating loss carryforwards and expiration periods are as follows (in thousands):


	Deferred		Net Operating
	Tax		Loss
	Assets		Carryforwards
United States, expiring between 2023 and 2039	$	9,083	$	130,021
Foreign, expiring between 2021 and 2041		28,043		115,379
Foreign, indefinite		57,333		434,833
Total	$	94,459	$	680,233

The following is information pertaining to U.S. federal tax credits at December 31, 2021, as well as the expiration periods (in thousands):


	Tax Credits
United States, federal tax credit carryforwards:
Foreign tax credits, expiring between 2022 and 2031	$	41,830
Total	$	41,830

The components of our net deferred taxes at the reported balance sheet dates are primarily comprised of amounts relating to net operating loss carryforwards, accrued assets and liabilities, and depreciable and amortizable assets.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

16.

NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except share and per share amounts):


	Six Months Ended June 30,
	2022		2021
NET INCOME	$	63,802	$	42,269
Less:
Net income attributable to noncontrolling interest		375		141
Redeemable Preferred Stock dividend		38,552		34,426
NET INCOME ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC.	$	24,875	$	7,702
Weighted-average common shares outstanding:
Basic		153,321,585		153,303,505
Effect of dilutive securities		19,131,263		792,841
Diluted		172,452,848		154,096,346
Net income per share attributable to Griffey Global Holdings, Inc. common stockholders:
Basic	$	0.16	$	0.05
Diluted	$	0.14	$	0.05

For the six month ending June 30, 2021 and 2022 there were no anti-dilutive shares.

19. NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following table sets forth the computation of basic earnings per common share (in thousands, except share and per share amounts):


	December 31
	2021		2020
NET INCOME (LOSS)		117,397	$	(37,375)
Less:
Net (loss) income attributable to noncontrolling interest		329		(182)
Redeemable Preferred Stock dividend		71,393		64,120
NET INCOME (LOSS) ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC.	$	45,675	$	(101,313)
Weighted-average common shares outstanding:
Basic		153,305,176		153,303,498
Effect of dilutive securities		4,239,642		—
Diluted		157,544,818		153,303,498
Net income (loss) per share attributable to Griffey Global Holdings, Inc. common stockholders:
Basic	$	0.30	$	(0.66)
Diluted	$	0.29	$	(0.66)

As the Company had a net loss for the years ended December 31, 2020 the diluted net loss per share does not include 26,960,954 common stock options as their effect would have been anti-dilutive.

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2022

Subsequent Events

SUBSEQUENT EVENTS

17.

SUBSEQUENT EVENTS

As disclosed in Note 1, a series of transactions related to our December 2021 Business Combination Agreement closed on July 22, 2022.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

Basis of Presentation

Accounting Principles — The consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

Deferred Offering Costs

Contingent Consideration

Estimates and Assumptions

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of June 30, 2022 and December 31, 2021 (in thousands):


	As of June 30, 2022		As of December 31, 2021
Cash and cash equivalents	$	213,803	$	186,301
Restricted cash		4,568		5,228
Total cash, cash equivalents and restricted cash	$	218,371	$	191,529

Restricted cash consists of cash held as collateral related to corporate credit cards and real estate lease obligations.

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of December 31, 2021 and 2020 (in thousands):


	As of December 31,
	2021		2020
Cash and cash equivalents	$	186,301	$	156,478
Restricted cash		5,228		4,831
Total cash, cash equivalents and restricted cash	$	191,529	$	161,309

Restricted cash primarily consists of cash held as collateral related to corporate credit cards and real estate lease obligations.

Accounts Receivable-Net

Allowance for doubtful accounts changed as follows during the years presented (in thousands):


	Year Ended December 31,
	2021		2020
Beginning of year	$	7,773	$	7,843
Provision		750		2,002
Deductions		(2,577)		(2,072)
End of year	$	5,946	$	7,773

Deductions represent balances written off, net of amounts recovered that had previously been written off, and the effect of exchange rate fluctuations.

Minority Investment without Readily Determinable Fair Value

Revenue Recognition

The Company maintains a credit department that sets and monitors credit policies that establish credit limits and ascertains customer creditworthiness, thus reducing the risk of potential credit loss. Revenue is not recognized unless it is determined that collectability is reasonably assured. Revenue is recorded at invoiced amounts (including discounts and applicable sales taxes) less an allowance for sales returns which is based on historical information. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms.

For digital content licenses, the Company recognizes revenue on both its capped subscription-based, credit-based sales and single image licenses when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for capped subscription-based and credit- based products and recognizes the revenue associated with the unused licenses throughout the subscription or credit period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products.

See “Note 11 — Revenue” and “Note 20 — Segment and Geographic Information” for additional revenue disclosures.

Leases

Principles of Consolidation

Noncontrolling Interest

Net Income (Loss) Per Share Attributable to Common Stockholders

Foreign Currencies

Derivative Instruments

Fair Value Measurements

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Property and Equipment-Net

Goodwill

Identifiable Intangible Assets

Loans Receivable

Related-Party Transactions

Restructuring Costs

Cost of Revenue

Sales Commissions

Equity-Based Compensation

Advertising and Marketing

Income Taxes

Segments

Concentration of Credit Risk

Recently Adopted Accounting Standard Updates

Subsequent Events

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

Schedule of cash, cash equivalents and restricted cash


	As of June 30, 2022		As of December 31, 2021
Cash and cash equivalents	$	213,803	$	186,301
Restricted cash		4,568		5,228
Total cash, cash equivalents and restricted cash	$	218,371	$	191,529

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of December 31, 2021 and 2020 (in thousands):


	As of December 31,
	2021		2020
Cash and cash equivalents	$	186,301	$	156,478
Restricted cash		5,228		4,831
Total cash, cash equivalents and restricted cash	$	191,529	$	161,309

Schedule of allowance for doubtful accounts

Allowance for doubtful accounts changed as follows during the years presented (in thousands):


	Year Ended December 31,
	2021		2020
Beginning of year	$	7,773	$	7,843
Provision		750		2,002
Deductions		(2,577)		(2,072)
End of year	$	5,946	$	7,773

DERIVATIVE INSTRUMENTS (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Derivative Liabilities

Schedule of fair value amounts of derivative instruments


	As of June 30, 2022				As of December 31, 2021
	Asset		Liability		Asset		Liability
Derivatives not designated as hedging instruments:
Foreign currency exchange options	$	462	$	—	$	804	$	—
Interest rate swaps		2,826		—		—		13,759
Total derivatives	$	3,288	$	—	$	804	$	13,759

The following table summarizes the fair value amounts of derivative instruments reported in the Consolidated Balance Sheets (in thousands):


	As of December 31,
	2021				2020
	Asset		Liability		Liability
Derivatives not designated as hedging instruments:
Foreign currency exchange options	$	804	$	—	$	1,827
Interest rate swaps		—		13,759		31,325
Total derivatives	$	804	$	13,759	$	33,152

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value Measurements

Schedule of financial instrument assets recorded at fair value

Financial instrument assets recorded at fair value as of June 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,146	$	—	$	—	$	30,146
Derivative assets:
Foreign currency exchange options		—	$	462		—		462
Interest rate swaps		—		2,826		—		2,826
	$	30,146	$	3,288	$	—	$	33,434


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900

Financial instrument assets recorded at fair value as of December 31 are as follows (in thousands):


	2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900


	2020
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	38,093	$	—	$	—	$	38,093
	$	38,093	$	—	$	—	$	38,093

Schedule of financial instrument liabilities recorded or disclosed at fair value

Financial instrument liabilities recorded or disclosed at fair value as of June 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,374,091	$	—	$	1,374,091
Senior Notes		—		285,000		—		285,000
Contingent Consideration		—		—		14,781		14,781
	$	—	$	1,659,091	$	14,781	$	1,673,872


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,475,759	$	—	$	1,475,759
Senior Notes		—		318,375		—		318,375
Contingent Consideration		—		—		14,039		14,039
Derivative liabilities:
Interest rate swap contracts		—		13,759		—		13,759
	$	—	$	1,807,893	$	14,039	$	1,821,932

Financial instrument liabilities recorded or disclosed at fair value as of December 31 are as follows (in thousands):


	2021
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,475,759	$	—	$	1,475,759
Senior Notes		—		318,375		—		318,375
Contingent Consideration		—		—		14,039		14,039
Derivative liabilities:
Interest rate swap contracts		—		13,759		—		13,759
	$	—	$	1,807,893	$	14,039	$	1,821,932


	2020
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,507,053	$	—	$	1,507,053
Senior Notes		—		322,500		—		322,500
Derivative liabilities:
Foreign currency exchange options		—		1,827		—		1,827
Interest rate swap contracts		—		31,325		—		31,325
	$	—	$	1,862,705	$	—	$	1,862,705

Schedule of quantitative information associated with the fair value measurements

The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs:


	Fair Value as of
	June 30, 2022		Valuation
	(in thousands)		Technique	Unobservable Input	Range
Contingent Consideration	$	14,781	Probability-adjusted discounted cash flow	Probabilities of success	55% – 100%
				Years until milestones are expected to be achieved	0.00 – 1.90 years
				Discount rate	8.10% – 8.53%


	Fair Value as of
	December 31, 2021		Valuation
	(in thousands)		Technique	Unobservable Input	Range
Contingent Consideration	$	14,039	Probability-adjusted discounted cash flow	Probabilities of success	55% – 100%
				Years until milestones are expected to be achieved	0.63 – 2.15 years
				Discount rate	8.10% – 8.53%

Schedule of changes in the fair value of the contingent consideration

The following table presents changes in the fair value of the Contingent Consideration for the six months ended June 30, 2022 (in thousands):


December 31, 2021	$	14,039
Change in fair value of Contingent Consideration		742
June 30, 2022	$	14,781

The following table presents changes in the fair value of the Contingent Consideration for the year ended December 31, 2021 (in thousands):


December 31, 2020	$	—
Issuance of Contingent Consideration in connection with acquisition		13,200
Change in fair value of Contingent Consideration		1,373
Effects of fluctuations in foreign currency exchange rates		(534)
December 31, 2021	$	14,039

PROPERTY AND EQUIPMENT-NET (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

PROPERTY AND EQUIPMENT-NET

Schedule of Property and Equipment reported as of balance sheet dates


	Estimated
	Useful
	Lives
	(in Years)		As of June 30, 2022		As of December 31, 2021
Contemporary imagery		5	$	369,301	$	379,837
Computer hardware purchased		3		5,683		5,639
Computer software developed for internal use		3		114,078		114,434
Leasehold improvements		2 – 20		11,469		11,459
Furniture, fixtures and studio equipment		5		14,880		15,167
Archival imagery		40		93,258		97,547
Other		3 – 4		2,325		2,439
Property and equipment				610,994		626,522
Less: accumulated depreciation				(443,954)		(455,626)
Property and equipment, net			$	167,040	$	170,896

Property and equipment consisted of the following at the reported balance sheet dates (in thousands, except years):


	Estimated
	Useful
	Lives	December 31,
	(in Years)	2021		2020
Contemporary imagery	5	$	379,837	$	387,015
Computer hardware purchased	3		5,639		8,828
Computer software developed for internal use	3		114,434		113,615
Leasehold improvements	2 – 20		11,459		11,434
Furniture, fixtures and studio equipment	5		15,167		14,430
Archival imagery	40		97,547		101,615
Other	3 – 4		2,439		2,566
Property and equipment			626,522		639,503
Less: accumulated depreciation			(455,626)		(467,339)
Property and equipment, net		$	170,896	$	172,164

GOODWILL (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

GOODWILL.

Schedule of change in Goodwill during the year


	Goodwill		Accumulated
	before		impairment
	impairment		charge		Goodwill – net
December 31, 2021	$	2,028,245	$	(525,000)	$	1,503,245
Effects of fluctuations in foreign currency exchange rates		(594)		—		(594)
June 30, 2022	$	2,027,651	$	(525,000)	$	1,502,651

Goodwill changed during the years presented as follows (in thousands):


	Goodwill		Accumulated
	before		impairment
	impairment		charge		Goodwill – net
December 31, 2019	$	1,954,521	$	(525,000)	$	1,429,521
Effects of fluctuations in foreign currency exchange rates		1,316		—		1,316
December 31, 2020		1,955,837		(525,000)		1,430,837
Goodwill related to acquisition		75,782		—		75,782
Effects of fluctuations in foreign currency exchange rates		(3,374)		—		(3,374)
December 31, 2021	$	2,028,245	$	(525,000)	$	1,503,245

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

IDENTIFIABLE INTANGIBLE ASSETS - NET (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

GOODWILL.

Schedule of intangible assets at the reported balance sheet dates


	Range of
	Estimated	As of June 30, 2022						As of December 31, 2021
	Useful Lives	Gross		Accumulated		Net		Gross		Accumulated			Net
	(Years)	Amount		Amortization		Amount		Amount		Amortization			Amount
Trade name	Indefinite	$	386,318	$	—	$	386,318	$	402,581	$	—	$	402,581
Trademarks and trade names	5 – 10		103,982		(100,962)		3,020		104,174		(96,041)		8,133
Patented and unpatented technology	3 – 10		109,005		(99,537)		9,468		112,288		(97,818)		14,470
Customer lists, contracts, and relationships	5 – 11		388,205		(350,643)		37,562		404,421		(350,997)		53,424
Non-compete Covenant	3		900		(878)		22		900		(811)		89
Other identifiable intangible assets	3 – 13		6,889		(6,813)		76		7,110		(6,955)		155
		$	995,299	$	(558,833)	$	436,466	$	1,031,474	$	(552,622)	$	478,852


		December 31,
		2021						2020
	Range of
	Estimated
	Useful Lives	Gross		Accumulated		Net		Gross		Accumulated		Net
	(Years)	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade name	Indefinite	$	402,581	$	—	$	402,581	$	409,722	$	—	$	409,722
Trademarks and trade names	5 – 10		104,174		(96,041)		8,133		104,355		(85,976)		18,379
Patented and unpatented technology	3 – 10		112,288		(97,818)		14,470		106,342		(91,558)		14,784
Customer lists, contracts, and relationships	5 – 11		404,421		(350,997)		53,424		419,673		(336,919)		82,754
Non-compete Covenant	3		900		(811)		89		900		(677)		223
Other identifiable intangible assets	3 – 13		7,110		(6,955)		155		7,147		(6,826)		321
		$	1,031,474	$	(552,622)	$	478,852	$	1,048,139	$	(521,956)	$	526,183

Schedule of the estimated aggregate amortization expense for identifiable intangible assets for the next five years

Based on balances at December 31, 2021, the estimated aggregate amortization expense for identifiable intangible assets for the next five years is as follows (in thousands):


Fiscal Years Ended December 31,
2022	$	45,000
2023	$	24,752
2024	$	2,218
2025	$	2,209
2026	$	773

OTHER ASSETS AND LIABILITIES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

OTHER ASSETS AND LIABILITIES

Schedule of Other long-term assets at the reported balance sheet dates


	As of June 30,		As of December 31,
	2022		2021
Long term note receivable from a related party	$	24,000	$	24,000
Minority and other investments		11,924		10,621
Other		9,418		6,471
	$	45,342	$	41,092


	December 31,
	2021		2020
Long term note receivable from a related party (Note 2)	$	24,000	$	24,000
Minority and other investments (Note 2)		10,621		11,292
Tax benefit (Note 17)		3,300		3,500
Equity method investment		1,207		2,291
Long term deposits		1,754		2,071
Other		210		201
	$	41,092	$	43,355

Schedule of Accrued expenses at the reported balance sheet dates


	As of June 30,		As of December 31,
	2022		2021
Accrued compensation and related costs	$	18,394	$	38,232
Lease Liabilities		10,468		—
Accrued contingent consideration		10,000		9,456
Interest payable		16,645		9,750
Other		5,120		9,131
	$	60,627	$	66,569


	December 31,
	2021		2020
Accrued compensation and related costs	$	38,232	$	16,949
Interest payable		9,750		9,750
Accrued contingent consideration		9,456		—
Accrued legal costs		3,436		1,483
Accrued taxes		1,762		1,006
Accrued restructuring		1,033		4,702
Derivative liabilities		686		1,827
Other		2,214		1,342
	$	66,569	$	37,059

Schedule of Other long-term liabilities at the reported balance sheet dates


	As of June 30,		As of December 31,
	2022		2021
Accrued Contingent Consideration (net of current portion)	$	4,781	$	4,583
Derivative liabilities (net of current portion)		—		13,073
Other		2,779		9,305
	$	7,560	$	26,961


	December 31,
	2021		2020
Derivative liabilities (net of current portion)	$	13,073	$	31,325
Accrued contingent consideration (net of current portion)		4,583		—
Deferred rent (net of current portion)		3,370		3,953
Deferred revenue (net of current portion)		3,387		948
Accrued restructuring (net of current portion)		1,441		1,995
Other		1,107		1,327
	$	26,961	$	39,548

DEBT (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

DEBT

Schedule of components of debt


	As of June 30,		As of December 31,
	2022		2021
Senior Notes	$	300,000	$	300,000
USD Term Loans		992,600		997,800
EUR Term Loans		438,911		473,798
Less: issuance costs and discounts amortized to interest expense		(11,032)		(14,127)
Less: short-term debt – net		(6,672)		(6,481)
Long-term debt – net	$	1,713,807	$	1,750,990

Debt included the following (in thousands):


	December 31,
	2021		2020
Senior Notes	$	300,000	$	300,000
USD Term Loans		997,800		1,008,200
EUR Term Loans		473,798		520,316
Less: issuance costs and discounts amortized to interest expense		(14,127)		(20,785)
Less: short-term debt – net		(6,481)		(14,271)
Long-term debt – net	$	1,750,990	$	1,793,460

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies

Schedule of future minimum payments under debt obligations, non-cancelable operating leases and other purchase obligations

The future minimum payments under debt obligations, non-cancelable operating leases and other purchase obligations are as follows as of December 31, 2021 (in thousands):


	Years Ending December 31,
	2022		2023		2024		2025		2026		Thereafter		Total
USD Term Loans and EUR Term loans:
Principal payments	$	10,400	$	10,400	$	10,400	$	10,400	$	1,429,998	$	—	$	1,471,598
Interest payments		74,013		80,710		84,250		84,092		11,506		—		334,571
Senior Notes:
Principal payments		—		—		—		—		—		300,000		300,000
Interest payments		29,250		29,250		29,250		29,250		29,250		14,625		160,875
Interest rate swaps		8,376		5,081		598		—		—		—		14,055
Revolver commitment fee		404		404		69		—		—		—		877
Operating lease payments on facilities leases		14,376		11,713		12,060		12,016		6,686		26,059		82,910
Minimum royalty guarantee payments to content suppliers		44,684		38,344		31,513		30,587		13,493		16,000		174,621
Technology purchase commitments		3,944		2,001		—		—		—		—		5,945
Other commitments		3,391		833		—		—		—		—		4,224
Total commitments	$	188,838	$	178,736	$	168,140	$	166,345	$	1,490,933	$	356,684	$	2,549,676

REVENUE (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

REVENUE

Summary of revenue by product


	Six Months Ended June 30,
	2022		2021
Creative	$	295,067	$	292,765
Editorial		161,698		142,509
Other		7,540		7,340
Total Revenue	$	464,305	$	442,614

The following table summarizes the Company’s revenue by product (in thousands):


	Year Ended December 31,
	2021		2020
Creative Stills	$	596,917	$	532,732
Editorial Stills		306,631		266,699
Other		15,140		15,970
Total Revenue	$	918,688	$	815,401

REDEEMABLE PREFERRED STOCK (Tables)

12 Months Ended

Dec. 31, 2021

Class A Ordinary Shares Subject to Possible Redemption.

Schedule of rates for dividends on redeemable preferred stock


	Spread Increase
	(effective on the
	first day of the
	applicable		Cash Dividend		Accrued
Dividend Period	period)		Spread		Dividend
From February 19, 2019 through February 19, 2024	N/A		7.50	%	8.00	%
From February 19, 2024 through February 19, 2025	1.00	%	8.50	%	9.00	%
From February 19, 2025 through February 19, 2026	1.00	%	9.50	%	10.00	%
From February 19, 2026 through February 19, 2027	1.00	%	10.50	%	11.00	%
From February 19, 2027 through February 19, 2028	1.00	%	11.50	%	12.00	%
From February 19, 2028 through February 19, 2029	1.00	%	12.50	%	13.00	%
From February 19, 2030	N/A		12.50	%	13.00	%

Schedule of redemption rates for redeemable preferred stock


	Redemption
Period in Which Such Date Occurs	Percentage
If such date occurs during the period from and including the First Call Date to, but not including, February 19, 2023	105.00	%
If such date occurs during the period from and including February 19, 2023 to, but not including, February 19, 2024	102.50	%
If such date occurs on or after February 19, 2024	100.00	%

LEASES (Tables)

6 Months Ended

Jun. 30, 2022

LEASES

Summary of information related to company's leases

Additional information related to the Company’s leases as of and for the six months ended June 30, 2022, is as follows (in thousands, except for the lease term and discount rate):


	As of June 30,
	2022
Right of use asset	$	49,959
Lease liabilities, current		10,468
Lease liabilities, non-current		49,113
Total lease liabilities	$	59,581
Weighted average remaining lease term		6.8 years
Weighted average discount rate		5.6	%
Cash paid for amounts included in lease liabilities	$	7,470
Right of use asset obtained in exchange for lease obligation upon adoption	$	53,076
Right of use asset obtained in exchange for lease obligation during six months ending June 30, 2022	$	5,514

Schedule of maturities of lease liabilities


	As of June 30,
Year ending December 31,	2022
2022 (remaining)	$	6,925
2023		11,811
2024		12,205
2025		12,106
2026		6,679
Thereafter		24,918
Total undiscounted lease payments		74,644
Less: imputed interest	$	(15,063)
Total lease liabilities	$	59,581

NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Schedule of computation of earnings per share


	Six Months Ended June 30,
	2022		2021
NET INCOME	$	63,802	$	42,269
Less:
Net income attributable to noncontrolling interest		375		141
Redeemable Preferred Stock dividend		38,552		34,426
NET INCOME ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC.	$	24,875	$	7,702
Weighted-average common shares outstanding:
Basic		153,321,585		153,303,505
Effect of dilutive securities		19,131,263		792,841
Diluted		172,452,848		154,096,346
Net income per share attributable to Griffey Global Holdings, Inc. common stockholders:
Basic	$	0.16	$	0.05
Diluted	$	0.14	$	0.05

The following table sets forth the computation of basic earnings per common share (in thousands, except share and per share amounts):


	December 31
	2021		2020
NET INCOME (LOSS)		117,397	$	(37,375)
Less:
Net (loss) income attributable to noncontrolling interest		329		(182)
Redeemable Preferred Stock dividend		71,393		64,120
NET INCOME (LOSS) ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC.	$	45,675	$	(101,313)
Weighted-average common shares outstanding:
Basic		153,305,176		153,303,498
Effect of dilutive securities		4,239,642		—
Diluted		157,544,818		153,303,498
Net income (loss) per share attributable to Griffey Global Holdings, Inc. common stockholders:
Basic	$	0.30	$	(0.66)
Diluted	$	0.29	$	(0.66)

DESCRIPTION OF THE BUSINESS (Details) Asset in Millions, $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2022 USD ($) Asset shares	Dec. 31, 2021 Asset
Number of visual assets available \| Asset	495	477
Getty Images Holdings, Inc
Gross proceeds from issuance \| $	$ 865
Amount in trust account \| $	$ 5
Stock issuable upon occurrence of the applicable vesting events \| shares	65,000,000
Getty Images Holdings, Inc \| Class A
Number of shares issued during the period \| shares	66,000,000
Gross proceeds from issuance \| $	$ 660
Getty Images Holdings, Inc \| Class A Common Shares and Forward Purchase Warrants
Number of shares issued during the period \| shares	20,000,000
Number of warrants issued during the period \| shares	3,750,000
Gross proceeds from issuance \| $	$ 200

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) item	Dec. 31, 2021 USD ($) customer	Dec. 31, 2020 USD ($)	Jan. 01, 2022 USD ($)	Dec. 31, 2019 USD ($)	Jun. 15, 2016 USD ($)
Schedule of Significant Accounting Policies [Line Items]
Foreign Currency Transaction Gain, before Tax					$ 36,400				$ 36,400
Net foreign currency transaction loss					45,100				45,100
Reserves for allowances for doubtful accounts			$ 5,900	$ 5,900	5,900	$ 5,900	$ 5,900	$ 5,900	7,800
Cash purchase price for minority stake									8,500
Carrying amount of minority investment	$ 9,400		8,100	8,100	8,100	8,100	$ 8,100	8,100	8,500
Number of reporting units \| item							1
Rent expense					11,800				11,800
Sublease receipts					4,500				4,300
Deferred offering costs capitalized	8,200		$ 3,900	$ 3,900	3,900	$ 3,900	$ 3,900	$ 3,900	$ 0
Percentage of revenue from content licenses						3.00%			3.00%
Percentage of license fee earn and retained by delegates						35.00%			50.00%
Percentage of license fee recognized by the Company						50.00%			65.00%
Percentage of royalties of the total license fee						20.00%			50.00%
Equity-based compensation, service period			5 years
Advertising and marketing costs					53,700				$ 49,000
Number of operating segment				1		1
Number of customers represented 10% or more of the Company's total revenue or accounts receivable \| customer								0
Estimated operating lease right of use assets	49,959									$ 53,100
Estimated operating lease liabilities	59,581
Accounts Receivable, Allowance for Credit Loss	6,105		$ 5,946	$ 5,946	5,946	$ 5,946	5,946	$ 5,946	7,773		$ 7,843
Bad debt expense	800				750				2,002
Net recoveries		$ 300
Bad debt recoveries	6,105		5,946	5,946	5,946	5,946	5,946	5,946	7,773		$ 7,843
Other long-term assets	45,342		41,092	41,092	41,092	41,092	41,092	41,092	43,355
Lease liabilities	49,113									61,300
Right of use asset	49,959									53,100
Deferred Rent			$ 8,300	$ 8,300	$ 8,300	$ 8,300	$ 8,300	$ 8,300		$ 8,300
Cost of investment	$ 2,000
Getty Images SEA Holdings Co., Limited ("Getty SEA")
Schedule of Significant Accounting Policies [Line Items]
Percentage of non-controlling stockholder's interest			50.00%	50.00%	50.00%	50.00%	50.00%	50.00%
Minimum
Schedule of Significant Accounting Policies [Line Items]
Estimated operating lease right of use assets			$ 45,000	$ 45,000	$ 45,000	$ 45,000	$ 45,000	$ 45,000
Estimated operating lease liabilities			50,000	50,000	50,000	50,000	50,000	50,000
Right of use asset			45,000	45,000	45,000	45,000	45,000	45,000
Maximum
Schedule of Significant Accounting Policies [Line Items]
Estimated operating lease right of use assets			65,000	65,000	65,000	65,000	65,000	65,000
Estimated operating lease liabilities			70,000	70,000	70,000	70,000	70,000	70,000
Right of use asset			$ 65,000	$ 65,000	65,000	$ 65,000	$ 65,000	$ 65,000
Getty Investments, LLC
Schedule of Significant Accounting Policies [Line Items]
Annual management fees					$ 1,500				$ 1,300
Getty Investments, LLC \| Visual China Group Holding Limited ("VCG")
Schedule of Significant Accounting Policies [Line Items]
Face amount of unsecured note receivable												$ 24,000
Interest rate												2.50%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies
Cash and cash equivalents	$ 213,803	$ 186,301		$ 156,478
Restricted cash	4,568	5,228		4,831
Total cash, cash equivalents and restricted cash	$ 218,371	$ 191,529	$ 121,476	$ 161,309	$ 118,228

DERIVATIVE INSTRUMENTS - Fair value amounts of derivative instruments (Details) - Derivatives not designated as hedging instruments - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivatives, Fair Value [Line Items]
Total derivatives, Asset	$ 3,288	$ 804
Total derivatives, Liability		13,759	$ 33,152
Foreign currency exchange options
Derivatives, Fair Value [Line Items]
Total derivatives, Asset	462	804
Total derivatives, Liability			1,827
Interest rate swaps
Derivatives, Fair Value [Line Items]
Total derivatives, Asset	$ 2,826
Total derivatives, Liability		$ 13,759	$ 31,325

DERIVATIVE INSTRUMENTS (Details) - USD ($) $ in Millions	6 Months Ended		12 Months Ended
DERIVATIVE INSTRUMENTS (Details) - USD ($) $ in Millions	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Derivative [Line Items]
Derivative contracts, notional amounts			$ 15.2	$ 36.5
Gain recognized on derivatives	$ 17.1	$ 8.8	$ 8.8
Loss recognized on derivatives				$ 0.9
Minimum \| Foreign currency exchange options
Derivative [Line Items]
Derivative contracts, maturity dates range	3 months		3 months
Maximum \| Foreign currency exchange options
Derivative [Line Items]
Derivative contracts, maturity dates range	18 months		18 months

FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial instrument assets recorded at fair value (Details) - Recurring - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
FAIR VALUE OF FINANCIAL INSTRUMENTS
Money market funds (cash equivalents)	$ 30,146	$ 30,096	$ 38,093
Derivative assets:
Derivative assets	33,434	30,900
Foreign currency exchange options
Derivative assets:
Derivative assets	462	804
Interest rate swaps
Derivative assets:
Derivative assets	2,826
Level 1
FAIR VALUE OF FINANCIAL INSTRUMENTS
Money market funds (cash equivalents)	30,146	30,096	$ 38,093
Derivative assets:
Derivative assets	30,146	30,096
Level 2
Derivative assets:
Derivative assets	3,288	804
Level 2 \| Foreign currency exchange options
Derivative assets:
Derivative assets	462	$ 804
Level 2 \| Interest rate swaps
Derivative assets:
Derivative assets	$ 2,826

FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial instrument assets recorded at fair value (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivative liabilities:
Obligations to transfer contingent consideration relating acquisition		$ 14,000
Unsplash Inc
Derivative liabilities:
Obligations to transfer contingent consideration relating acquisition	$ 14,800	14,000
Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term Loans	1,374,091	1,475,759	$ 1,507,053
Senior Notes	285,000	318,375	322,500
Contingent Consideration	14,781	14,039
Derivative liabilities:
Foreign currency exchange options			1,827
Interest rate swap contracts		13,759	31,325
Liabilities fair value	1,673,872	1,821,932	1,862,705
Level 2 \| Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term Loans	1,374,091	1,475,759	1,507,053
Senior Notes	285,000	318,375	322,500
Derivative liabilities:
Foreign currency exchange options			1,827
Interest rate swap contracts		13,759	31,325
Liabilities fair value	1,659,091	1,807,893	$ 1,862,705
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent Consideration	14,781	14,039
Level 3 \| Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent Consideration	14,781	14,039
Derivative liabilities:
Liabilities fair value	$ 14,781	$ 14,039

FAIR VALUE OF FINANCIAL INSTRUMENTS - Quantitative information associated with the fair value measurements (Details) - Level 3 $ in Thousands	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Quantitative information associated with the fair value measurements
Contingent Consideration	$ 14,781	$ 14,039
Probability-adjusted discounted cash flow \| Minimum \| Probabilities of success
Quantitative information associated with the fair value measurements
Fair value measurements input	55	55
Probability-adjusted discounted cash flow \| Minimum \| Years until milestones are expected to be achieved
Quantitative information associated with the fair value measurements
Fair value measurements input	0.00	0.63
Probability-adjusted discounted cash flow \| Minimum \| Discount term
Quantitative information associated with the fair value measurements
Fair value measurements input	8.10	8.10
Probability-adjusted discounted cash flow \| Maximum \| Probabilities of success
Quantitative information associated with the fair value measurements
Fair value measurements input	100	100
Probability-adjusted discounted cash flow \| Maximum \| Years until milestones are expected to be achieved
Quantitative information associated with the fair value measurements
Fair value measurements input	1.90	2.15
Probability-adjusted discounted cash flow \| Maximum \| Discount term
Quantitative information associated with the fair value measurements
Fair value measurements input	8.53	8.53

FAIR VALUE OF FINANCIAL INSTRUMENTS - Quantitative information associated with the fair value measurements (Details) - USD ($) $ in Thousands		6 Months Ended	12 Months Ended
	May 01, 2021	Jun. 30, 2022	Dec. 31, 2021
Beginning Balance of Warrant liabilities		$ 14,039
Issuance of Contingent Consideration in connection with acquisition			$ 13,200
Change in fair value of working capital loan		742	1,373
Effects of fluctuations in foreign currency exchange rates			(534)
Ending Balance of Warrant liabilities		$ 14,781	$ 14,039
When the trailing 12-month revenues of Unsplash reaches $10.0 million
Ending term of contingent consideration payments	12 months
When the trailing 12-month revenues of Unsplash does not reach $10.0 million
Ending term of contingent consideration payments	2 years

PROPERTY AND EQUIPMENT - NET (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment	$ 610,994	$ 626,522	$ 639,503
Less: accumulated depreciation	(443,954)	(455,626)	(467,339)
Property and equipment, net	$ 167,040	$ 170,896	172,164
Contemporary imagery
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years	5 years
Property and equipment	$ 369,301	$ 379,837	387,015
Computer hardware purchased
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years	3 years
Property and equipment	$ 5,683	$ 5,639	8,828
Computer software developed for internal use
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years	3 years
Property and equipment	$ 114,078	$ 114,434	113,615
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	$ 11,469	$ 11,459	11,434
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	2 years	2 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	20 years	20 years
Furniture, fixtures and studio equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years	5 years
Property and equipment	$ 14,880	$ 15,167	14,430
Archival imagery
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	40 years	40 years
Property and equipment	$ 93,258	$ 97,547	101,615
Other
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,325	$ 2,439	$ 2,566
Other \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years	3 years
Other \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	4 years	4 years

PROPERTY AND EQUIPMENT - NET - Narrative (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Archival imagery
Property, Plant and Equipment [Line Items]
Property and Equipment with Indefinite life	$ 9.9	$ 10.3	$ 10.8

GOODWILL - Change in Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
GOODWILL.
Goodwill before impairment, Beginning balance	$ 2,028,245	$ 1,955,837	$ 1,954,521
Goodwill before impairment, Ending balance	2,027,651	2,028,245	1,955,837
Accumulated impairment charge, Beginning balance	(525,000)	(525,000)	(525,000)
Accumulated impairment charge, Ending balance	(525,000)	(525,000)	(525,000)
Goodwill - net, Beginning balance	1,503,245	1,430,837	1,429,521
Goodwill - net, Ending balance	1,502,651	1,503,245	1,430,837
Goodwill related to acquisition		75,782
Effects of fluctuations in foreign currency exchange rates	$ (594)	$ (3,374)	$ 1,316

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

IDENTIFIABLE INTANGIBLE ASSETS - NET (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross amount, intangible assets	$ 995,299	$ 1,031,474	$ 1,048,139
Accumulated amortization	(558,833)	(552,622)	(521,956)
Net amount, intangible assets	436,466	478,852	526,183
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Gross amount, finite-lived intangible assets	103,982	104,174	104,355
Accumulated amortization	(100,962)	(96,041)	(85,976)
Net amount, finite-lived intangible assets	$ 3,020	$ 8,133	18,379
Trademarks and trade names \| Minimum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	5 years	5 years
Trademarks and trade names \| Maximum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	10 years	10 years
Patented and unpatented technology
Finite-Lived Intangible Assets [Line Items]
Gross amount, finite-lived intangible assets	$ 109,005	$ 112,288	106,342
Accumulated amortization	(99,537)	(97,818)	(91,558)
Net amount, finite-lived intangible assets	$ 9,468	$ 14,470	14,784
Patented and unpatented technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	3 years	3 years
Patented and unpatented technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	10 years	10 years
Customer lists, contracts, and relationships
Finite-Lived Intangible Assets [Line Items]
Gross amount, finite-lived intangible assets	$ 388,205	$ 404,421	419,673
Accumulated amortization	(350,643)	(350,997)	(336,919)
Net amount, finite-lived intangible assets	$ 37,562	$ 53,424	82,754
Customer lists, contracts, and relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	5 years	5 years
Customer lists, contracts, and relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	11 years	11 years
Non-compete Covenant
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	3 years	3 years
Gross amount, finite-lived intangible assets	$ 900	$ 900	900
Accumulated amortization	(878)	(811)	(677)
Net amount, finite-lived intangible assets	22	89	223
Other identifiable intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross amount, finite-lived intangible assets	6,889	7,110	7,147
Accumulated amortization	(6,813)	(6,955)	(6,826)
Net amount, finite-lived intangible assets	$ 76	$ 155	321
Other identifiable intangible assets \| Minimum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	3 years	3 years
Other identifiable intangible assets \| Maximum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	13 years	13 years
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Indefinite lived assets	$ 386,318	$ 402,581	$ 409,722

IDENTIFIABLE INTANGIBLE ASSETS - NET - Amortization (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remaining nine months of 2022	$ 22,500	$ 45,000
2023	24,800	24,752
2024	2,200	2,218
2025	2,200	2,209
2026	$ 800	$ 773

OTHER ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Other Long-Term Assets
Long term note receivable from a related party	$ 24,000	$ 24,000	$ 24,000
Minority and other investments	11,924	10,621	11,292
Tax benefit (Note 17)		3,300	3,500
Equity method investment		1,207	2,291
Long term deposits		1,754	2,071
Other	9,418	6,471	201
Other Long-Term Assets, total	45,342	41,092	43,355
Accrued Expenses
Accrued compensation and related costs	18,394	38,232	16,949
Lease Liabilities Current	10,468
Accrued contingent consideration	10,000	9,456
Interest payable	16,645	9,750	9,750
Accrued legal costs		3,436	1,483
Accrued taxes		1,762	1,006
Accrued restructuring		1,033	4,702
Derivative liabilities		686	1,827
Other	5,120	9,131	1,342
Accrued expenses, total	60,627	66,569	37,059
Other Long-Term Liabilities
Accrued contingent consideration (net of current portion)	4,781	4,583
Derivative liabilities (net of current portion)		13,073	31,325
Deferred rent (net of current portion)		3,370	3,953
Deferred revenue (net of current portion)		3,387	948
Accrued restructuring (net of current portion)		1,441	1,995
Other	2,779	9,305	1,327
Other Long-Term Liabilities, total	$ 7,560	$ 26,961	$ 39,548

DEBT (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Less: issuance costs and discounts amortized to interest expense	$ (11,032)	$ (14,127)	$ (20,785)
Less: short-term debt - net	(6,672)	(6,481)	(14,271)
Long-term debt, net	1,713,807	1,750,990	1,793,460
Senior Notes
Debt Instrument [Line Items]
Long-term Debt, Gross	300,000	300,000	300,000
USD Term Loans
Debt Instrument [Line Items]
Long-term Debt, Gross	992,600	997,800	1,008,200
EUR Term Loans
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 438,911	$ 473,798	$ 520,316

DEBT - Additional information (Details) - EUR (€) € in Millions	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
EUR Term Loans
Debt Instrument [Line Items]
Principal amount	€ 419.0	€ 419.0	€ 425.0

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	6 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Jun. 30, 2022 USD ($)
Commitments and Contingencies
Lease cost	$ 8.4

REVENUE (Details) $ in Thousands	6 Months Ended		12 Months Ended
REVENUE (Details) $ in Thousands	Jun. 30, 2022 USD ($) employee product	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) person product	Dec. 31, 2020 USD ($)
Revenue from External Customer [Line Items]
Number Of Primary Products \| product	3		3
Number of employees \| employee	90
Number of staff photographers and videographers	115		120
Total Revenue	$ 464,305	$ 442,614	$ 918,688	$ 815,401
Revenues recognized from deferred revenue balance	101,300		120,200
Creative Stills
Revenue from External Customer [Line Items]
Total Revenue	$ 295,067	292,765	596,917	532,732
Editorial Stills
Revenue from External Customer [Line Items]
Number of employees \| employee	300
Total Revenue	$ 161,698	142,509	306,631	266,699
Other
Revenue from External Customer [Line Items]
Total Revenue	$ 7,540	$ 7,340	$ 15,140	$ 15,970

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

REDEEMABLE PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Temporary Equity, Shares Authorized	900,000		900,000
Temporary Equity, Par Value	$ 0.01		$ 0.01
Temporary equity, shares outstanding	715,593		677,484	606,910
Dividends declared and issued, value	$ 38.5	$ 34.4	$ 71.4	$ 64.1
Dividends declared and issued, shares	38,109	34,031	70,574	63,384
Cash payments for retiremnet of Redeemable Preferred Stock	$ 615.0
Getty Images Holdings, Inc \| Class A
Temporary Equity [Line Items]
Value of shares issued as payments for retirement of Redeemable Preferred Stock	$ 150.0
Number of shares issued for payments for retirement of Redeemable Preferred Stock	15,000,000

EQUITY-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 6.0
Options granted (in shares)	0		4,000
Options, Vested and exercisable	20,204,559
Weighted average exercise price	$ 4.02
Equity-Based Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense			$ 10.6
Equity-Based Compensation Plan \| Selling, General and Administrative Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation, net of forfeitures	$ 3.1	$ 3.2	$ 6.4	$ 8.0

LEASES - Company's leases (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jan. 01, 2022
LEASES
Right of use asset	$ 49,959	$ 53,100
Lease Liabilities Current	10,468
Lease liabilities, non-current	49,113	$ 61,300
Total lease liabilities	$ 59,581
Weighted average remaining lease term	6 years 9 months 18 days
Weighted average discount rate	5.60%
Cash paid for amounts included in lease liabilities	$ 7,470
Right of use assets obtained in exchange for lease obligations upon adoption	53,076
Right of use asset obtained in exchange for lease obligation during six months ending June 30, 2022	$ 5,514

LEASES - Maturities of lease liabilities (Details) $ in Thousands	Jun. 30, 2022 USD ($)
LEASES
2022 (remaining)	$ 6,925
2023	11,811
2024	12,205
2025	12,106
2026	6,679
Thereafter	24,918
Total undiscounted lease payments	74,644
Less: imputed interest	(15,063)
Total lease liabilities	$ 59,581

LEASES - Additional information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
LEASES
Operating lease costs	$ 6,600	$ 6,000
Increased lease commitments	8,400
Impairment of right of use assets	$ 2,563

INCOME TAXES (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
INCOME TAXES
Income tax expense	$ 28,349	$ 10,673	$ 18,729	$ 9,516
Effective income tax rate	30.80%	20.20%
U.S. federal income tax rate	21.00%	21.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share Reconciliation [Abstract]
Net income	$ 63,802	$ 42,269	$ 117,397	$ (37,375)
Net income attributable to noncontrolling interest	375	141	329	(182)
Redeemable Preferred Stock dividend	38,552	34,426	71,393	64,120
NET INCOME ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC	$ 24,875	$ 7,702	$ 45,675	$ (101,313)
Weighted-average common shares outstanding:
Basic	153,321,585	153,303,505	153,305,176	153,303,498
Effect of dilutive securities	19,131,263	792,841	4,239,642
Diluted	172,452,848	154,096,346	157,544,818	153,303,498
Basic net income (loss) per ordinary share	$ 0.16	$ 0.05	$ 0.30	$ (0.66)
Diluted net income (loss) per ordinary share	$ 0.14	$ 0.05	$ 0.29	$ (0.66)
Anti-dilutive securities not included in calculation of earnings per share	0			26,960,954

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Apr. 01, 2021	Dec. 31, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 213,803	$ 186,301			$ 156,478
Restricted cash	4,568	5,228			4,831
Accounts receivable-net of allowance of $5,946 and $7,773	130,702	143,362			130,605
Prepaid expenses	11,101	12,778			15,679
Taxes receivable	8,350	11,992			14,337
Other current assets	16,749	15,368			10,025
Total current assets	385,273	375,029			331,955
PROPERTY AND EQUIPMENT-NET	167,040	170,896			172,164
GOODWILL	1,502,651	1,503,245		$ 75,782	1,430,837	$ 1,429,521
Net amount, intangible assets	436,466	478,852			526,183
DEFERRED INCOME TAXES-NET	8,312	8,893			9,221
OTHER LONG-TERM ASSETS	45,342	41,092			43,355
Total Assets	2,595,043	2,578,007			2,513,715
CURRENT LIABILITIES:
Accounts payable	88,409	94,993			95,587
Accrued expenses	60,627	66,569			37,059
Income taxes payable	4,828	10,502			7,946
Short-term debt-net	6,672	6,481			14,271
Deferred revenue	165,207	167,550			149,108
Total current liabilities	325,743	346,095			303,971
LONG-TERM DEBT-NET	1,713,807	1,750,990			1,793,460
DEFERRED INCOME TAXES-NET	37,174	24,595			19,131
UNCERTAIN TAX POSITIONS	42,743	42,701			63,208
OTHER LONG-TERM LIABILITIES	7,560	26,961			39,548
Total Liabilities	2,176,140	2,191,342			2,219,318
REDEEMABLE PREFERRED STOCK:
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.00 per share at March 31, 2022 and December 31, 2021, respectively	723,902	685,350
STOCKHOLDERS' DEFICIT:
Common Stock, $0.01 par value: 185.0 million shares authorized; 153.6 million shares issued and 153.3 million shares outstanding as of June 30, 2022; 153.5 million shares issued and 153.3 million shares outstanding as of December 31, 2021.	1,533	1,533			1,533
Additional paid-in capital	898,177	933,569			998,487
Accumulated deficit	(1,141,373)	(1,203,440)			(1,320,508)
Accumulated other comprehensive loss	(111,766)	(78,403)			(46,800)
Total Shareholders' Deficit	(353,429)	(346,741)			(367,288)
Noncontrolling interest	48,430	48,056			47,728
Total stockholders' deficit	(304,999)	(298,685)	$ (317,272)		(319,560)	(258,970)
Total Liabilities and Shareholders' Deficit	2,595,043	2,578,007			2,513,715
Redeemable Preferred Stock
REDEEMABLE PREFERRED STOCK:
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.00 per share at March 31, 2022 and December 31, 2021, respectively	$ 723,902	$ 685,350	$ 648,383		$ 613,957	$ 549,837

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts Receivable, Allowance for Credit Loss	$ 6,105	$ 5,946		$ 7,773	$ 7,843
Temporary Equity, Par Value	$ 0.01	$ 0.01
Temporary Equity, Shares Authorized	900,000	900,000
Shares subject to possible redemption	715,593	677,484		606,910
Common stock, par value	$ 0.01	$ 0.01		$ 0.01
Common stock, shares authorized	185,000,000.0	185,000,000.0		185,000,000.0
Common stock, shares issued	153,600,000	153,549,011		153,539,011
Common stock, shares outstanding	153,300,000	153,313,505		153,303,505
Redeemable Preferred Stock
Temporary Equity, Par Value	$ 0.01	$ 0.01		$ 0.01
Temporary Equity, Shares Authorized	900,000	900,000		900,000
Shares subject to possible redemption	715,593	677,484	640,941	606,910	543,526
Temporary Equity, Liquidation Preference	$ 723,902	$ 685,350		$ 613,957

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
REVENUE	$ 918,688	$ 815,401
OPERATING EXPENSE:
Cost of revenue (exclusive of depreciation and amortization shown separately below)	248,152	226,066
Selling, general and administrative expenses	367,704	324,423
Depreciation	51,099	52,358
Amortization	49,361	47,002
Restructuring costs	(475)	9,135
Other operating expense-net	861	161
Operating expense	716,702	659,145
Loss from operations	201,986	156,256
OTHER EXPENSE, NET:
Interest expense	(122,160)	(124,926)
Fair value adjustment for swaps and foreign currency exchange contract net	19,282	(14,255)
Foreign exchange gain (losses)-net	36,406	(45,073)
Total other income (expense)	612	139
Total other expense-net	(65,860)	(184,115)
INCOME BEFORE INCOME TAXES	136,126	(27,859)
INCOME TAX EXPENSE	(18,729)	(9,516)
NET INCOME	117,397	(37,375)
Net income (loss) attributable to noncontrolling interest	329	(182)
Redeemable Preferred Stock dividend	71,393	64,120
NET INCOME ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC	$ 45,675	$ (101,313)
Net income per share attributable to Griffey Global Holdings, Inc. common stockholders:
Basic net income (loss) per ordinary share	$ 0.30	$ (0.66)
Diluted net income (loss) per ordinary share	$ 0.29	$ (0.66)
Weighted-average common shares outstanding:
Basic	153,305,176	153,303,498
Diluted	157,544,818	153,303,498

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 63,802	$ 42,269	$ 117,397	$ (37,375)
OTHER COMPREHENSIVE INCOME (LOSS):
Net foreign currency translation adjustment (losses) gains	(33,363)	(8,755)
Net foreign currency translation adjustment (losses) gains			(31,603)	32,895
COMPREHENSIVE INCOME	30,439	33,514	85,794	(4,480)
Less: Comprehensive income (loss) attributable to noncontrolling interest	374	139	328	(179)
COMPREHENSIVE INCOME ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC.	$ 30,065	$ 33,375	$ 85,466	$ (4,301)

- Definition

+ References + Details

- Definition

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

+ Details

CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands	Redeemable Preferred Stock	Parent [Member]	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Noncontrolling Interest	Total
Temporary Equity, Beginning Balance at Dec. 31, 2019	$ 549,837
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2019	543,526
Stockholders Equity, Beginning Balance at Dec. 31, 2019		$ (306,877)	$ 1,533	$ 1,054,600	$ (1,283,315)	$ (79,695)	$ 47,907	$ (258,970)
Beginning balance (in shares) at Dec. 31, 2019			153,302,255
Net income		(37,193)			(37,193)		(182)	(37,375)
Other comprehensive income		32,895				32,895	3	32,898
Issuance of common stock in connection with employee stock option exercise (in shares)			1,250
Redeemable Preferred Stock dividend								64,100
Redeemable Preferred Stock dividend	$ 64,120	64,120		64,120				64,120
Redeemable Preferred Stock dividend (in shares)	63,384
Equity-based compensation activity		8,007		8,007				$ 8,007
Temporary Equity, ending Balance at Dec. 31, 2020	$ 613,957
Temporary Equity, ending Balance (in shares) at Dec. 31, 2020	606,910							606,910
Stockholders Equity, ending Balance at Dec. 31, 2020		(367,288)	$ 1,533	998,487	(1,320,508)	(46,800)	47,728	$ (319,560)
Ending balance (in shares) at Dec. 31, 2020			153,303,505
Temporary Equity, ending Balance at Dec. 31, 2020	$ 613,957
Temporary Equity, ending Balance (in shares) at Dec. 31, 2020	606,910							606,910
Stockholders Equity, ending Balance at Dec. 31, 2020		(367,288)	$ 1,533	998,487	(1,320,508)	(46,800)	47,728	$ (319,560)
Ending balance (in shares) at Dec. 31, 2020			153,303,505
Temporary Equity, Beginning Balance at Dec. 31, 2020	$ 613,957
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2020	606,910							606,910
Stockholders Equity, Beginning Balance at Dec. 31, 2020		(367,288)	$ 1,533	998,487	(1,320,508)	(46,800)	47,728	$ (319,560)
Beginning balance (in shares) at Dec. 31, 2020			153,303,505
Net income								42,269
Net income (loss)		42,128			42,128		141	42,269
Other comprehensive income		(8,755)				(8,755)	(2)	(8,757)
Redeemable Preferred Stock dividend	$ 34,426							34,400
Redeemable Preferred Stock dividend (shares)	34,031
Redeemable Preferred Stock dividend		34,426		34,426				34,426
Equity-based compensation activity		3,202		3,202				3,202
Temporary Equity, ending Balance at Jun. 30, 2021	$ 648,383
Temporary Equity, ending Balance (in shares) at Jun. 30, 2021	640,941
Stockholders Equity, ending Balance at Jun. 30, 2021		(365,139)	$ 1,533	967,263	(1,278,380)	(55,555)	47,867	$ (317,272)
Ending balance (in shares) at Jun. 30, 2021			153,303,505
Temporary Equity, Beginning Balance at Dec. 31, 2020	$ 613,957
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2020	606,910							606,910
Stockholders Equity, Beginning Balance at Dec. 31, 2020		(367,288)	$ 1,533	998,487	(1,320,508)	(46,800)	47,728	$ (319,560)
Beginning balance (in shares) at Dec. 31, 2020			153,303,505
Net income		117,068			117,068		329	117,397
Other comprehensive income		(31,603)				(31,603)	(1)	(31,604)
Issuance of common stock in connection with employee stock option exercise		35		35				$ 35
Issuance of common stock in connection with employee stock option exercise (in shares)			10,000					10
Redeemable Preferred Stock dividend								$ 71,400
Redeemable Preferred Stock dividend	$ 71,393	71,393		71,393				71,393
Redeemable Preferred Stock dividend (in shares)	70,574
Equity-based compensation activity		6,440		6,440				6,440
Temporary Equity, ending Balance at Dec. 31, 2021	$ 685,350							$ 685,350
Temporary Equity, ending Balance (in shares) at Dec. 31, 2021	677,484							677,484
Stockholders Equity, ending Balance at Dec. 31, 2021		(346,741)	$ 1,533	933,569	(1,203,440)	(78,403)	48,056	$ (298,685)
Ending balance (in shares) at Dec. 31, 2021			153,313,505
Temporary Equity, ending Balance at Jun. 30, 2021	$ 648,383
Temporary Equity, ending Balance (in shares) at Jun. 30, 2021	640,941
Stockholders Equity, ending Balance at Jun. 30, 2021		(365,139)	$ 1,533	967,263	(1,278,380)	(55,555)	47,867	(317,272)
Ending balance (in shares) at Jun. 30, 2021			153,303,505
Temporary Equity, Beginning Balance at Dec. 31, 2021	$ 685,350							$ 685,350
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2021	677,484							677,484
Stockholders Equity, Beginning Balance at Dec. 31, 2021		(346,741)	$ 1,533	933,569	(1,203,440)	(78,403)	48,056	$ (298,685)
Beginning balance (in shares) at Dec. 31, 2021			153,313,505
Temporary Equity, Beginning Balance at Dec. 31, 2021	$ 685,350							$ 685,350
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2021	677,484							677,484
Stockholders Equity, Beginning Balance at Dec. 31, 2021		(346,741)	$ 1,533	933,569	(1,203,440)	(78,403)	48,056	$ (298,685)
Beginning balance (in shares) at Dec. 31, 2021			153,313,505
Net income								63,802
Net income (loss)		63,427			63,427		375	63,802
Other comprehensive income		(33,363)				(33,363)	(1)	(33,364)
Issuance of common stock in connection with employee stock option exercise		29		29				29
Issuance of common stock in connection with employee stock option exercise (in shares)			9,375
Redeemable Preferred Stock dividend	$ 38,552							38,500
Redeemable Preferred Stock dividend (shares)	38,109
Redeemable Preferred Stock dividend		38,552		38,552				38,552
Equity-based compensation activity		3,131		3,131				3,131
Temporary Equity, ending Balance at Jun. 30, 2022	$ 723,902							$ 723,902
Temporary Equity, ending Balance (in shares) at Jun. 30, 2022	715,593							715,593
Stockholders Equity, ending Balance at Jun. 30, 2022		(353,429)	$ 1,533	898,177	(1,141,373)	(111,766)	48,430	$ (304,999)
Ending balance (in shares) at Jun. 30, 2022			153,322,880
Temporary Equity, ending Balance at Jun. 30, 2022	$ 723,902							$ 723,902
Temporary Equity, ending Balance (in shares) at Jun. 30, 2022	715,593							715,593
Stockholders Equity, ending Balance at Jun. 30, 2022		$ (353,429)	$ 1,533	$ 898,177	$ (1,141,373)	$ (111,766)	$ 48,430	$ (304,999)
Ending balance (in shares) at Jun. 30, 2022			153,322,880

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 42,269	$ 117,397	$ (37,375)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation	25,832	51,099	52,358
Amortization	24,554	49,361	47,002
Unrealized exchange (gains) losses on foreign denominated debt	(14,507)	(39,173)	45,553
Equity-based compensation	3,202	6,440	8,002
Deferred income taxes-net	8,391	5,793	(11,449)
Uncertain tax positions	(8,298)	(20,507)	1,832
Restructuring		(475)	9,135
Non-cash fair value adjustment for swaps and foreign currency exchange contracts	(9,813)	(20,196)	15,943
Amortization of debt issuance costs	3,265	6,741	5,601
Non-cash fair value adjustment of contingent consideration		1,373
Other	(322)	(250)	1,802
Changes in current assets and liabilities:
Accounts receivable	4,050	(16,075)	9,061
Accounts payable	2,539	(555)	7,400
Accrued expenses	3,468	18,712	(13,443)
Income taxes receivable/payable	(1,690)	320	2,523
Deferred revenue	4,411	24,783	4,483
Other	(382)	4,102	35
Net cash used in operating activities	86,969	188,890	148,463
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(25,348)	(49,317)	(44,862)
Acquisition of a business, net of cash acquired	(89,114)	(89,206)
Purchase of minority investment			(8,500)
Other investing activities		1,597	(122)
Net cash used in investing activities	(114,462)	(136,926)	(53,484)
Repayment of debt	(12,249)	(17,449)	(52,007)
Equity issuance costs		(1,851)
Other financing activities		35	5
Net cash provided by financing activities	(12,249)	(19,265)	(52,002)
EFFECTS OF EXCHANGE RATE FLUCTUATIONS	(91)	(2,479)	104
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(39,833)	30,220	43,081
Cash - beginning of the period	161,309	161,309	118,228
Cash - end of the period	$ 121,476	191,529	161,309
SUPPLEMENTAL DISCLOSURES:
Interest paid		115,258	119,506
Income taxes paid, including foreign taxes withheld		$ 32,300	$ 12,900

DESCRIPTION OF THE BUSINESS

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Description of Organization, Business Operations and Basis of Presentation

DESCRIPTION OF THE BUSINESS

1.	DESCRIPTION OF THE BUSINESS

1. DESCRIPTION OF THE BUSINESS

Griffey Global Holdings, Inc. (“Griffey Holdings” or “the Company”) was incorporated in Delaware on September 25, 2012. In October of the same year, the Company indirectly acquired Getty Images, Inc. (“Getty Images”). Getty Images and its subsidiaries collectively represent the operations of the Company.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of June 30, 2022 and December 31, 2021 (in thousands):


	As of June 30, 2022		As of December 31, 2021
Cash and cash equivalents	$	213,803	$	186,301
Restricted cash		4,568		5,228
Total cash, cash equivalents and restricted cash	$	218,371	$	191,529

Restricted cash consists of cash held as collateral related to corporate credit cards and real estate lease obligations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Principles — The consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of December 31, 2021 and 2020 (in thousands):


	As of December 31,
	2021		2020
Cash and cash equivalents	$	186,301	$	156,478
Restricted cash		5,228		4,831
Total cash, cash equivalents and restricted cash	$	191,529	$	161,309

Restricted cash primarily consists of cash held as collateral related to corporate credit cards and real estate lease obligations.

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Allowance for doubtful accounts changed as follows during the years presented (in thousands):


	Year Ended December 31,
	2021		2020
Beginning of year	$	7,773	$	7,843
Provision		750		2,002
Deductions		(2,577)		(2,072)
End of year	$	5,946	$	7,773

Deductions represent balances written off, net of amounts recovered that had previously been written off, and the effect of exchange rate fluctuations.

The Company maintains a credit department that sets and monitors credit policies that establish credit limits and ascertains customer creditworthiness, thus reducing the risk of potential credit loss. Revenue is not recognized unless it is determined that collectability is reasonably assured. Revenue is recorded at invoiced amounts (including discounts and applicable sales taxes) less an allowance for sales returns which is based on historical information. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms.

For digital content licenses, the Company recognizes revenue on both its capped subscription-based, credit-based sales and single image licenses when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for capped subscription-based and credit- based products and recognizes the revenue associated with the unused licenses throughout the subscription or credit period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products.

See “Note 11 — Revenue” and “Note 20 — Segment and Geographic Information” for additional revenue disclosures.

DERIVATIVE INSTRUMENTS

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Derivative Liabilities

DERIVATIVE INSTRUMENTS

3.	DERIVATIVE INSTRUMENTS

The following table summarizes the location and fair value amounts of derivative instruments reported in the Condensed Consolidated Balance Sheets (in thousands):


	As of June 30, 2022				As of December 31, 2021
	Asset		Liability		Asset		Liability
Derivatives not designated as hedging instruments:
Foreign currency exchange options	$	462	$	—	$	804	$	—
Interest rate swaps		2,826		—		—		13,759
Total derivatives	$	3,288	$	—	$	804	$	13,759

3. DERIVATIVE INSTRUMENTS

The following table summarizes the fair value amounts of derivative instruments reported in the Consolidated Balance Sheets (in thousands):


	As of December 31,
	2021				2020
	Asset		Liability		Liability
Derivatives not designated as hedging instruments:
Foreign currency exchange options	$	804	$	—	$	1,827
Interest rate swaps		—		13,759		31,325
Total derivatives	$	804	$	13,759	$	33,152

For the interest rate swaps, the Company recognized gains of $17.6 million and losses of $13.3 million on these derivative instruments for the years ended December 31, 2021 and 2020, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value Measurements

FAIR VALUE OF FINANCIAL INSTRUMENTS

4.	FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instrument assets recorded at fair value as of June 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,146	$	—	$	—	$	30,146
Derivative assets:
Foreign currency exchange options		—	$	462		—		462
Interest rate swaps		—		2,826		—		2,826
	$	30,146	$	3,288	$	—	$	33,434


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900

The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach.

Financial instrument liabilities recorded or disclosed at fair value as of June 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,374,091	$	—	$	1,374,091
Senior Notes		—		285,000		—		285,000
Contingent Consideration		—		—		14,781		14,781
	$	—	$	1,659,091	$	14,781	$	1,673,872


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,475,759	$	—	$	1,475,759
Senior Notes		—		318,375		—		318,375
Contingent Consideration		—		—		14,039		14,039
Derivative liabilities:
Interest rate swap contracts		—		13,759		—		13,759
	$	—	$	1,807,893	$	14,039	$	1,821,932

The fair value of the Company’s Term Loans and Senior Notes are based on market quotes provided by a third-party pricing source.

The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs:


	Fair Value as of
	June 30, 2022		Valuation
	(in thousands)		Technique	Unobservable Input	Range
Contingent Consideration	$	14,781	Probability-adjusted discounted cash flow	Probabilities of success	55% – 100%
				Years until milestones are expected to be achieved	0.00 – 1.90 years
				Discount rate	8.10% – 8.53%

The following table presents changes in the fair value of the Contingent Consideration for the six months ended June 30, 2022 (in thousands):


December 31, 2021	$	14,039
Change in fair value of Contingent Consideration		742
June 30, 2022	$	14,781

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instrument assets recorded at fair value as of December 31 are as follows (in thousands):


	2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900


	2020
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	38,093	$	—	$	—	$	38,093
	$	38,093	$	—	$	—	$	38,093

The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach.

Financial instrument liabilities recorded or disclosed at fair value as of December 31 are as follows (in thousands):


	2021
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,475,759	$	—	$	1,475,759
Senior Notes		—		318,375		—		318,375
Contingent Consideration		—		—		14,039		14,039
Derivative liabilities:
Interest rate swap contracts		—		13,759		—		13,759
	$	—	$	1,807,893	$	14,039	$	1,821,932


	2020
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,507,053	$	—	$	1,507,053
Senior Notes		—		322,500		—		322,500
Derivative liabilities:
Foreign currency exchange options		—		1,827		—		1,827
Interest rate swap contracts		—		31,325		—		31,325
	$	—	$	1,862,705	$	—	$	1,862,705

The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs:


	Fair Value as of
	December 31, 2021		Valuation
	(in thousands)		Technique	Unobservable Input	Range
Contingent Consideration	$	14,039	Probability-adjusted discounted cash flow	Probabilities of success	55% – 100%
				Years until milestones are expected to be achieved	0.63 – 2.15 years
				Discount rate	8.10% – 8.53%

The following table presents changes in the fair value of the Contingent Consideration for the year ended December 31, 2021 (in thousands):


December 31, 2020	$	—
Issuance of Contingent Consideration in connection with acquisition		13,200
Change in fair value of Contingent Consideration		1,373
Effects of fluctuations in foreign currency exchange rates		(534)
December 31, 2021	$	14,039

- Definition

+ References + Details

PROPERTY AND EQUIPMENT - NET

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

PROPERTY AND EQUIPMENT-NET

PROPERTY AND EQUIPMENT-NET

5.	PROPERTY AND EQUIPMENT — NET

Property and equipment consisted of the following at the reported balance sheet dates (in thousands, except years):


	Estimated
	Useful
	Lives
	(in Years)		As of June 30, 2022		As of December 31, 2021
Contemporary imagery		5	$	369,301	$	379,837
Computer hardware purchased		3		5,683		5,639
Computer software developed for internal use		3		114,078		114,434
Leasehold improvements		2 – 20		11,469		11,459
Furniture, fixtures and studio equipment		5		14,880		15,167
Archival imagery		40		93,258		97,547
Other		3 – 4		2,325		2,439
Property and equipment				610,994		626,522
Less: accumulated depreciation				(443,954)		(455,626)
Property and equipment, net			$	167,040	$	170,896

Included in archival imagery as of June 30, 2022 and December 31, 2021 was $9.9 million and $10.3 million respectively, of imagery that has an indefinite life and therefore is not amortized.

5. PROPERTY AND EQUIPMENT — NET

Property and equipment consisted of the following at the reported balance sheet dates (in thousands, except years):


	Estimated
	Useful
	Lives	December 31,
	(in Years)	2021		2020
Contemporary imagery	5	$	379,837	$	387,015
Computer hardware purchased	3		5,639		8,828
Computer software developed for internal use	3		114,434		113,615
Leasehold improvements	2 – 20		11,459		11,434
Furniture, fixtures and studio equipment	5		15,167		14,430
Archival imagery	40		97,547		101,615
Other	3 – 4		2,439		2,566
Property and equipment			626,522		639,503
Less: accumulated depreciation			(455,626)		(467,339)
Property and equipment, net		$	170,896	$	172,164

Included in archival imagery as of December 31, 2021 and 2020 was $10.3 million and $10.8 million respectively, of imagery that has an indefinite life and therefore is not amortized.

GOODWILL

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

GOODWILL

GOODWILL

6.	GOODWILL

Goodwill is tested annually for impairment on October 1 or upon a triggering event. No triggering events were identified in the six months ended June 30, 2022.

Goodwill changed during the six months ended June 30, 2022 (in thousands):


	Goodwill		Accumulated
	before		impairment
	impairment		charge		Goodwill – net
December 31, 2021	$	2,028,245	$	(525,000)	$	1,503,245
Effects of fluctuations in foreign currency exchange rates		(594)		—		(594)
June 30, 2022	$	2,027,651	$	(525,000)	$	1,502,651

6. GOODWILL

Goodwill changed during the years presented as follows (in thousands):


	Goodwill		Accumulated
	before		impairment
	impairment		charge		Goodwill – net
December 31, 2019	$	1,954,521	$	(525,000)	$	1,429,521
Effects of fluctuations in foreign currency exchange rates		1,316		—		1,316
December 31, 2020		1,955,837		(525,000)		1,430,837
Goodwill related to acquisition		75,782		—		75,782
Effects of fluctuations in foreign currency exchange rates		(3,374)		—		(3,374)
December 31, 2021	$	2,028,245	$	(525,000)	$	1,503,245

IDENTIFIABLE INTANGIBLE ASSETS - NET

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

GOODWILL.

IDENTIFIABLE INTANGIBLE ASSETS-NET

7.	IDENTIFIABLE INTANGIBLE ASSETS — NET

Identifiable intangible assets consisted of the following at June 30, 2022 and December 31, 2021 (in thousands, except years):


	Range of
	Estimated	As of June 30, 2022						As of December 31, 2021
	Useful Lives	Gross		Accumulated		Net		Gross		Accumulated			Net
	(Years)	Amount		Amortization		Amount		Amount		Amortization			Amount
Trade name	Indefinite	$	386,318	$	—	$	386,318	$	402,581	$	—	$	402,581
Trademarks and trade names	5 – 10		103,982		(100,962)		3,020		104,174		(96,041)		8,133
Patented and unpatented technology	3 – 10		109,005		(99,537)		9,468		112,288		(97,818)		14,470
Customer lists, contracts, and relationships	5 – 11		388,205		(350,643)		37,562		404,421		(350,997)		53,424
Non-compete Covenant	3		900		(878)		22		900		(811)		89
Other identifiable intangible assets	3 – 13		6,889		(6,813)		76		7,110		(6,955)		155
		$	995,299	$	(558,833)	$	436,466	$	1,031,474	$	(552,622)	$	478,852

7. IDENTIFIABLE INTANGIBLE ASSETS — NET

Identifiable intangible assets consisted of the following at the reported balance sheet dates (in thousands, except years):


		December 31,
		2021						2020
	Range of
	Estimated
	Useful Lives	Gross		Accumulated		Net		Gross		Accumulated		Net
	(Years)	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade name	Indefinite	$	402,581	$	—	$	402,581	$	409,722	$	—	$	409,722
Trademarks and trade names	5 – 10		104,174		(96,041)		8,133		104,355		(85,976)		18,379
Patented and unpatented technology	3 – 10		112,288		(97,818)		14,470		106,342		(91,558)		14,784
Customer lists, contracts, and relationships	5 – 11		404,421		(350,997)		53,424		419,673		(336,919)		82,754
Non-compete Covenant	3		900		(811)		89		900		(677)		223
Other identifiable intangible assets	3 – 13		7,110		(6,955)		155		7,147		(6,826)		321
		$	1,031,474	$	(552,622)	$	478,852	$	1,048,139	$	(521,956)	$	526,183

Based on balances at December 31, 2021, the estimated aggregate amortization expense for identifiable intangible assets for the next five years is as follows (in thousands):


Fiscal Years Ended December 31,
2022	$	45,000
2023	$	24,752
2024	$	2,218
2025	$	2,209
2026	$	773

OTHER ASSETS AND LIABILITIES

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

OTHER ASSETS AND LIABILITIES

OTHER ASSETS AND LIABILITIES

8.	OTHER ASSETS AND LIABILITIES

Other Long-Term Assets — Other long-term assets consisted of the following at the reported balance sheet dates (in thousands):


	As of June 30,		As of December 31,
	2022		2021
Long term note receivable from a related party	$	24,000	$	24,000
Minority and other investments		11,924		10,621
Other		9,418		6,471
	$	45,342	$	41,092

Accrued Expenses — Accrued expenses at the reported balance sheet dates are summarized below (in thousands):


	As of June 30,		As of December 31,
	2022		2021
Accrued compensation and related costs	$	18,394	$	38,232
Lease Liabilities		10,468		—
Accrued contingent consideration		10,000		9,456
Interest payable		16,645		9,750
Other		5,120		9,131
	$	60,627	$	66,569

Other Long-Term Liabilities — Other long-term liabilities consisted of the following at the reported balance sheet dates (in thousands):


	As of June 30,		As of December 31,
	2022		2021
Accrued Contingent Consideration (net of current portion)	$	4,781	$	4,583
Derivative liabilities (net of current portion)		—		13,073
Other		2,779		9,305
	$	7,560	$	26,961

8. OTHER ASSETS AND LIABILITIES

Other Long-Term Assets — Other long-term assets consisted of the following at the reported balance sheet dates (in thousands):


	December 31,
	2021		2020
Long term note receivable from a related party (Note 2)	$	24,000	$	24,000
Minority and other investments (Note 2)		10,621		11,292
Tax benefit (Note 17)		3,300		3,500
Equity method investment		1,207		2,291
Long term deposits		1,754		2,071
Other		210		201
	$	41,092	$	43,355

Accrued Expenses — Accrued expenses at the reported balance sheet dates are summarized below (in thousands):


	December 31,
	2021		2020
Accrued compensation and related costs	$	38,232	$	16,949
Interest payable		9,750		9,750
Accrued contingent consideration		9,456		—
Accrued legal costs		3,436		1,483
Accrued taxes		1,762		1,006
Accrued restructuring		1,033		4,702
Derivative liabilities		686		1,827
Other		2,214		1,342
	$	66,569	$	37,059

Other Long-Term Liabilities — Other long-term liabilities consisted of the following at the reported balance sheet dates (in thousands):


	December 31,
	2021		2020
Derivative liabilities (net of current portion)	$	13,073	$	31,325
Accrued contingent consideration (net of current portion)		4,583		—
Deferred rent (net of current portion)		3,370		3,953
Deferred revenue (net of current portion)		3,387		948
Accrued restructuring (net of current portion)		1,441		1,995
Other		1,107		1,327
	$	26,961	$	39,548

DEBT

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

DEBT

DEBT

DEBT

Debt included the following (in thousands):


	As of June 30,		As of December 31,
	2022		2021
Senior Notes	$	300,000	$	300,000
USD Term Loans		992,600		997,800
EUR Term Loans		438,911		473,798
Less: issuance costs and discounts amortized to interest expense		(11,032)		(14,127)
Less: short-term debt – net		(6,672)		(6,481)
Long-term debt – net	$	1,713,807	$	1,750,990

The face value of the EUR Term Loans was €419 million as of June 30, 2022 and December 31, 2021. The table above converted the EUR Term Loans to USD using currency exchange rates as of those dates.

As of June 30, 2022, the Company was compliant with all debt covenants and obligations.

9. DEBT

Debt included the following (in thousands):


	December 31,
	2021		2020
Senior Notes	$	300,000	$	300,000
USD Term Loans		997,800		1,008,200
EUR Term Loans		473,798		520,316
Less: issuance costs and discounts amortized to interest expense		(14,127)		(20,785)
Less: short-term debt – net		(6,481)		(14,271)
Long-term debt – net	$	1,750,990	$	1,793,460

The face value of the EUR Term Loans was €419.0 million and €425.0 million as of December 31, 2021 and 2020, converted using currency exchange rates as of those dates.

The obligations under the Credit Facility are secured by a first priority lien on substantially all of the Company’s assets.

The Company has not borrowed on the Revolver and incurred fees of $0.4 million during the years ended December 31, 2021 and 2020. The Revolver matures in 2024.

- Definition

+ References

+ Details

COMMITMENTS AND CONTINGENCIES

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES.

10.

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES


	Years Ending December 31,
	2022		2023		2024		2025		2026		Thereafter		Total
USD Term Loans and EUR Term loans:
Principal payments	$	10,400	$	10,400	$	10,400	$	10,400	$	1,429,998	$	—	$	1,471,598
Interest payments		74,013		80,710		84,250		84,092		11,506		—		334,571
Senior Notes:
Principal payments		—		—		—		—		—		300,000		300,000
Interest payments		29,250		29,250		29,250		29,250		29,250		14,625		160,875
Interest rate swaps		8,376		5,081		598		—		—		—		14,055
Revolver commitment fee		404		404		69		—		—		—		877
Operating lease payments on facilities leases		14,376		11,713		12,060		12,016		6,686		26,059		82,910
Minimum royalty guarantee payments to content suppliers		44,684		38,344		31,513		30,587		13,493		16,000		174,621
Technology purchase commitments		3,944		2,001		—		—		—		—		5,945
Other commitments		3,391		833		—		—		—		—		4,224
Total commitments	$	188,838	$	178,736	$	168,140	$	166,345	$	1,490,933	$	356,684	$	2,549,676

applicable. Historically, the exposure to such claims has been immaterial, as were the recorded liabilities for intellectual property infringement at December 31, 2021 and 2020.

●

agreements with vendors and suppliers, under which the Company may indemnify them against claims arising from Getty Images’ use of their products or services;

●

agreements with customers other than those licensing images, under which the Company may indemnify them against claims arising from their use of Getty Images’ products or services;

●

agreements with agents, delegates and distributors, under which the Company may indemnify them against claims arising from their distribution of Getty Images’ products or services;

●

real estate and equipment leases, under which the Company may indemnify lessors against third-party claims relating to use of their property;

●

agreements with directors and officers, under which the Company indemnifies them to the full extent allowed by Delaware law against claims relating to their service to Getty Images;

●

agreements with initial purchasers and underwriters of the Company’s debt securities, under which Getty Images indemnifies them against claims relating to their participation in the Transactions.

The Company is subject to a variety of legal claims and suits that arise from time to time in the ordinary course of business. Although management currently believes that resolving such claims, individually or in aggregate, will not have a material adverse impact on the consolidated financial statements, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company holds insurance policies that mitigate potential losses arising from certain indemnifications, and historically, significant costs related to performance under these obligations have not been incurred.

REVENUE

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

REVENUE

REVENUE

11.

REVENUE

The Company distributes its content and services offerings through three primary products:

The following table summarizes the Company’s revenue by product (in thousands):


	Six Months Ended June 30,
	2022		2021
Creative	$	295,067	$	292,765
Editorial		161,698		142,509
Other		7,540		7,340
Total Revenue	$	464,305	$	442,614

11. REVENUE

The Company distributes its content and services offerings through three primary products:

Creative — Creative is comprised of royalty free photos, illustrations, vectors and videos, that are released for commercial use and cover a wide variety of commercial, conceptual and contemporary subjects, including lifestyle, business, science, health, wellness, beauty, sports, transportation and travel. This content is available for immediate use by a wide range of customers with a depth and quality allowing our customers to produce impactful websites, digital media, social media, marketing campaigns, corporate collateral, textbooks, movies, television and online video content relevant to their target geographies and audiences. We primarily source Creative content from a broad network of professional, semi-professional and amateur creators, many of whom are exclusive to Getty Images. We have a global creative team of over 85 employees dedicated to providing briefing and art direction to our exclusive contributor community.

The following table summarizes the Company’s revenue by product (in thousands):


	Year Ended December 31,
	2021		2020
Creative Stills	$	596,917	$	532,732
Editorial Stills		306,631		266,699
Other		15,140		15,970
Total Revenue	$	918,688	$	815,401

- Definition

+ References

+ Details

REDEEMABLE PREFERRED STOCK

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Class A Ordinary Shares Subject to Possible Redemption.

REDEEMABLE PREFERRED STOCK

12.

REDEEMABLE PREFERRED STOCK

The Company has classified its Redeemable Preferred Stock as mezzanine equity in the balance sheets as the shares are redeemable at the option of the holders.

12. REDEEMABLE PREFERRED STOCK

The holders of the Company’s Redeemable Preferred Stock have the following rights, preferences, and privileges:


	Spread Increase
	(effective on the
	first day of the
	applicable		Cash Dividend		Accrued
Dividend Period	period)		Spread		Dividend
From February 19, 2019 through February 19, 2024	N/A		7.50	%	8.00	%
From February 19, 2024 through February 19, 2025	1.00	%	8.50	%	9.00	%
From February 19, 2025 through February 19, 2026	1.00	%	9.50	%	10.00	%
From February 19, 2026 through February 19, 2027	1.00	%	10.50	%	11.00	%
From February 19, 2027 through February 19, 2028	1.00	%	11.50	%	12.00	%
From February 19, 2028 through February 19, 2029	1.00	%	12.50	%	13.00	%
From February 19, 2030	N/A		12.50	%	13.00	%

●


	Redemption
Period in Which Such Date Occurs	Percentage
If such date occurs during the period from and including the First Call Date to, but not including, February 19, 2023	105.00	%
If such date occurs during the period from and including February 19, 2023 to, but not including, February 19, 2024	102.50	%
If such date occurs on or after February 19, 2024	100.00	%

The Company did not elect to redeem any outstanding shares of the Redeemable Preferred Stock prior to the First Call Date.

The Redeemable Preferred Stock is puttable by the holder on February 19, 2027 at redemption price per share of Redeemable Preferred Stock equal to the liquidation value.

The Redeemable Preferred Stock becomes mandatorily redeemable upon any liquidation, bankruptcy, change of control or forced transaction event, which are conditional events not certain to occur.

Classification — The Company has classified its Redeemable Preferred Stock as mezzanine equity in the balance sheets as the shares are redeemable at the option of the holders.

The Redeemable Preferred Stock has no voting rights and is not convertible into any other equity interests.

STOCKHOLDERS' DEFICIT

12 Months Ended

Dec. 31, 2021

Shareholders' Equity (Deficit)

STOCKHOLDERS' DEFICIT

13. STOCKHOLDERS’ DEFICIT

The Company has reserved shares of common stock for the following potential future issuances:


	December 31,
	2021	2020
Shares underlying outstanding equity awards	29,906,466	26,960,954
Shares available for future equity awards	1,916,140	3,871,654
Total	31,822,606	30,832,608

- Definition

+ References

+ Details

EQUITY-BASED COMPENSATION

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

EQUITY-BASED COMPENSATION

EQUITY-BASED COMPENSATION

13.

EQUITY-BASED COMPENSATION

14. EQUITY-BASED COMPENSATION

Equity award activity during the years ended December 31, 2021 and 2020 was as follows (in thousands except weighted average data and years):


		Weighted		Remaining
	Number	Average		Average
	of	Exercise		Contractual
	awards	Price		Life (in Years)
Outstanding – December 31, 2020	26,961	$	4.73	6.37
Grants	4,000	$	4.25
Exercises	(10)	$	3.50
Pre-vesting forfeitures	(698)	$	3.45
Post-vesting cancellations	(347)	$	3.65
Outstanding – December 31, 2021	29,906	$	4.71	5.87
Exercisable – December 31, 2021	21,465	$	5.06	4.91

The weighted-average grant-date fair value, the valuation model used to estimate the fair value, and the assumptions input into that model, for awards granted were as follows:


	Year Ended December 31,
	2021			2020
Weighted average grant date fair value per award	$	1.52		$	1.56
Valuation model used		Black-Scholes			Black-Scholes
Expected award price volatility		35	%		50	%
Risk-free rate of return		1.15	%		1.08	%
Expected life of awards		6.1 years			6.1 years
Expected rate of dividends		None			None

The expected life is measured from the grant date and is based on the simplified method calculation.

DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS

12 Months Ended

Dec. 31, 2021

DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS

DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS

15. DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS

The Company sponsors defined contribution retirement plans in which the majority of employees are able to participate.

The Company sponsors one defined contribution plan in the U.S., a 401(k) plan, in which all U.S. employees over 18 years of age are auto-enrolled unless they opt-out. The Company matches 100% of participant contributions, up to the first 4% of each participant’s eligible compensation (generally including salary, bonuses and commissions), not to exceed the Internal Revenue Service per person annual limitations. Additionally, the Company sponsors one defined contribution pension plan in the U.K. Employees who contribute a minimum of 3% of their eligible compensation (generally including salary, bonuses, and commissions), generally receive a Company contribution of 5% of eligible compensation. Lastly, the Company also has a group registered retirement savings plan (RRSP) for employees in Canada. The Company matches dollar-for-dollar up to 3% of base salary. Employee contributions are deducted on a pre- tax basis and they may begin participating after 3 months of service.

The Company’s contributions to these plans and other defined contribution plans worldwide totaled $8.3 million and $5.4 million for the years ended December 31, 2021 and 2020, respectively. These contributions were recorded as “Selling, general and administrative expenses” in the Consolidated Statements of Operations.

RESTRUCTURING COSTS

12 Months Ended

Dec. 31, 2021

RESTRUCTURING COSTS

RESTRUCTURING COSTS

16. RESTRUCTURING COSTS

The Company committed to certain restructuring actions intended to simplify the business and improve operational efficiencies, which have resulted in headcount reductions. The settlement of certain estimated and previously accrued employee termination costs resulted in a net credit to restructuring of $475.0 thousand for the year ending December 31, 2021. Restructuring costs were $9.1 million for the years ended December 31, 2020, composed of employee termination costs and lease loss. Substantially all of the expected charges related to these activities have been incurred during 2020 and 2019. The Company actively evaluates cost efficiencies and may make decisions in future periods to take further actions which could incur additional restructuring charges.

Accrued losses on leased properties and employee termination costs changed during the periods presented as follows (in thousands):


	Leased		Employee
	Property		Termination
	Losses		Costs		Total
Balance – December 31, 2019	$	2,958	$	7,857	$	10,815
Reduction of accrual due to net cash payments		(715)		(13,315)		(14,030)
Additional charges and adjustments		319		8,816		9,135
Accretion expense		259		—		259
Effects of fluctuations in foreign currency exchange rates		45		473		518
Balance – December 31, 2020		2,866		3,831		6,697
Reduction of accrual due to net cash payments		(901)		(2,946)		(3,847)
Additional charges and adjustments		131		(606)		(475)
Accretion expense		225		—		225
Effects of fluctuations in foreign currency exchange rates		(46)		(80)		(126)
Balance – December 31, 2021	$	2,275	$	199	$	2,474

As of December 31, 2021, the remaining accrued employee termination costs will be settled in 2022 and the remaining accrued losses on leased properties will be satisfied over the remaining lease terms, which extend through 2026. These accrued restructuring costs are included in “Accrued expenses” and “Other long-term liabilities” on the Consolidated Balance Sheets.

INCOME TAXES

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

INCOME TAXES

INCOME TAXES

15.

INCOME TAXES

17. INCOME TAXES

The components of income (loss) before income taxes are as follows (in thousands):


	Year Ended December 31,
	2021		2020
United States	$	104,984	$	(27,823)
Foreign		31,142		(36)
Income (loss) before income taxes	$	136,126	$	(27,859)

The components of income tax expense (benefit) are as follows (in thousands):


	Year Ended December 31,
	2021		2020
Current:
United States	$	22,321	$	8,854
Foreign		(7,756)		12,095
Total current income tax expense (benefit)		14,565		20,949
Deferred:
United States		4,698		(13,227)
Foreign		(534)		1,794
Total deferred income tax expense (benefit)		4,164		(11,433)
Total provision for income tax expense	$	18,729	$	9,516

The items accounting for the difference between income taxes computed at the U.S. federal statutory rate and the effective income tax rate are as follows (in thousands):


	Year Ended December 31,
	2021		2020
Federal income tax expense (benefit) at the statutory rate	$	28,586	$	(5,849)
Effect of:
State taxes, net of federal benefit		3,632		643
Tax impact of foreign earnings and losses		(10,171)		3,644
Stock-based compensation		236		169
Valuation allowance		1,532		13,763
Tax credits		(5,030)		(3,213)
Other, net		(56)		359
Income tax expense (benefit)	$	18,729	$	9,516

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):


	Year Ended December 31,
	2021		2020
Uncertain tax benefits, beginning of year	$	47,637	$	45,003
Gross increase to tax positions related to prior years		121		1,239
Gross decrease to tax positions related to prior years		(413)		(42)
Gross increase to tax positions related to the current year		2,204		2,082
Gross decrease to tax positions related to the current year		—		—
Settlements		—		—
Lapse of statute of limitations		(16,124)		(645)
Uncertain tax benefits, end of year	$	33,425	$	47,637

Deferred tax assets, liabilities and valuation allowance are as follows (in thousands):


	December 31,
	2021		2020
Deferred tax assets
Income tax attributes	$	204,531	$	195,670
Accrued liabilities and reserves		9,951		7,076
Prepaid expenses		6,483		10,208
Stock-based compensation expense		9,308		8,356
Other		1,150		11,112
Gross deferred tax assets		231,423		232,422
Less valuation allowance		(205,877)		(210,551)
Total deferred tax assets		25,546		21,871
Deferred tax liabilities
Amortization and depreciation		(39,167)		(31,794)
Other		(2,081)		—
Net deferred tax liabilities, net of valuation allowance	$	(15,702)	$	(9,923)

The deferred tax assets at December 31, 2021, with respect to net operating loss carryforwards and expiration periods are as follows (in thousands):


	Deferred		Net Operating
	Tax		Loss
	Assets		Carryforwards
United States, expiring between 2023 and 2039	$	9,083	$	130,021
Foreign, expiring between 2021 and 2041		28,043		115,379
Foreign, indefinite		57,333		434,833
Total	$	94,459	$	680,233

The following is information pertaining to U.S. federal tax credits at December 31, 2021, as well as the expiration periods (in thousands):


	Tax Credits
United States, federal tax credit carryforwards:
Foreign tax credits, expiring between 2022 and 2031	$	41,830
Total	$	41,830

- Definition

+ References

+ Details

ACQUISITION

12 Months Ended

Dec. 31, 2021

ACQUISITION

ACQUISITION

18. ACQUISITION

On April 1, 2021 (the “Closing Date”), the Company acquired Unsplash Inc. (“Unsplash”) in exchange for $95.4 million in cash plus additional conditional payments (“Contingent Consideration”).

The Contingent Consideration payments are based on revenue of Unsplash for (i) the period commencing May 1, 2021 and ending on the earlier of when the trailing 12-month revenues of Unsplash reaches $10.0 million (the “Two-Year Earnout”) or two years, and (ii) the period commencing May 1, 2021 and ending on the earlier of when the trailing 12-month revenues of the Unsplash reaches $30.0 million (the “Three-Year Earnout”) or three years.

If the Two-Year Earnout is met, the payment will be $10.0 million, plus $1.0 thousand for every $1.0 million in revenues that exceed $10.0 million and $2.5 thousand for every $1.0 million in revenues that exceeds $20.0 million in that trailing 12-month period.

If the Three-Year Earnout is met, the payment will be $10.0 million, plus $1.0 thousand for every $1.0 million in revenues that exceed $30.0 million and $2.5 thousand for every $1.0 million in revenues that exceeds $60.0 million in that trailing 12-month period.

To estimate the fair value of the Contingent Consideration, the Company used a variation of an income approach where revenue was simulated in a risk-neutral framework using Geometric Brownian Motion, which is a model of stock price behavior that is used in option pricing models such as the Black-Scholes option pricing model. The real options method extends this model to situations where the asset of interest (revenue in this case) is not priced in the market. The Company determined the acquisition-date fair value of the Contingent Consideration to be $13.2 million, based on the likelihood of paying cash related to the contingent earn-out clauses, as part of the consideration transferred. See “Note 4 — Fair Value of Financial Instruments” for subsequent measurements of these contingent liabilities.

The components of the fair value of consideration transferred are as follows (in thousands):


Cash	$	95,418
Contingent Consideration		13,200
Total fair value of consideration transferred	$	108,618

The transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company’s results of operations from the acquisition date. In connection with the acquisition, the Company incurred approximately $0.4 million of transaction costs.

Unsplash provides a platform for sharing exclusively curated, world-class images, free for use. With more than 102 million image downloads and 20 billion image views per month, Unsplash has become a leading source for visuals on the internet. This acquisition will allow the Company to increase its presence across the full spectrum of the world’s growing creative community.

The fair value of consideration transferred in this business combination was allocated to the intangible and tangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. Goodwill is primarily attributed to assembled workforce of Unsplash and expected synergies from combining operations. Goodwill recognized for this acquisition was allocated to the Company’s one operating segment and is generally not tax deductible.

The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in thousands):


	Fair Value at
	Acquisition Date
Assets acquired and liabilities assumed:
Cash and cash equivalents	$	6,213
Accounts receivable		1,061
Other current assets		736
Prepaid expenses		118
Property and equipment		1,729
Other long term assets		306
Identifiable intangible assets		23,900
Goodwill		75,782
Total assets acquired	$	109,845
Accounts payable and accrued expenses		(128)
Deferred income tax liability		(1,099)
Total liabilities assumed		(1,227)
Net assets acquired	$	108,618

The identifiable intangible assets, which include contributor content, customer relationships, developed technology, and trade names, have a weighted average life of approximately 6.0 years and are being amortized on a straight-line basis. The fair value of the customer relationships was determined using a variation of the income approach known as the multiple-period excess earnings method. The fair value of the trade names and developed technology were determined using the relief-from-royalty method and the fair value of the contributor content was determined using the cost-to-recreate method.

The revenue and operating loss from Unsplash included in the Company’s consolidated statements of operations for the year ended December 31, 2021 was $5.8 million and $1.2 million, respectively.

Pro forma revenue and earnings amounts on a combined basis have not been presented as they are not material to the Company’s historical pre-acquisition financials.

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

16.

NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except share and per share amounts):


	Six Months Ended June 30,
	2022		2021
NET INCOME	$	63,802	$	42,269
Less:
Net income attributable to noncontrolling interest		375		141
Redeemable Preferred Stock dividend		38,552		34,426
NET INCOME ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC.	$	24,875	$	7,702
Weighted-average common shares outstanding:
Basic		153,321,585		153,303,505
Effect of dilutive securities		19,131,263		792,841
Diluted		172,452,848		154,096,346
Net income per share attributable to Griffey Global Holdings, Inc. common stockholders:
Basic	$	0.16	$	0.05
Diluted	$	0.14	$	0.05

For the six month ending June 30, 2021 and 2022 there were no anti-dilutive shares.

19. NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following table sets forth the computation of basic earnings per common share (in thousands, except share and per share amounts):


	December 31
	2021		2020
NET INCOME (LOSS)		117,397	$	(37,375)
Less:
Net (loss) income attributable to noncontrolling interest		329		(182)
Redeemable Preferred Stock dividend		71,393		64,120
NET INCOME (LOSS) ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC.	$	45,675	$	(101,313)
Weighted-average common shares outstanding:
Basic		153,305,176		153,303,498
Effect of dilutive securities		4,239,642		—
Diluted		157,544,818		153,303,498
Net income (loss) per share attributable to Griffey Global Holdings, Inc. common stockholders:
Basic	$	0.30	$	(0.66)
Diluted	$	0.29	$	(0.66)

As the Company had a net loss for the years ended December 31, 2020 the diluted net loss per share does not include 26,960,954 common stock options as their effect would have been anti-dilutive.

SEGMENT AND GEOGRAPHIC INFORMATION

12 Months Ended

Dec. 31, 2021

SEGMENT AND GEOGRAPHIC INFORMATION

SEGMENT AND GEOGRAPHIC INFORMATION

20. SEGMENT AND GEOGRAPHIC INFORMATION

As of December 31, 2021 and 2020 the Company identified one operating and reportable segment for purposes of allocating resources and evaluating financial performance. Asset information on a segment basis is not disclosed as this information is not separately identified or internally reported to the Company’s CODM.

Geographic Financial Information

The following represents the Company’s geographic revenue based on customer location (in thousands):


	December 31,
	2021		2020
Americas	$	496,607	$	457,327
Europe, the Middle East, and Africa		317,435		270,701
Asia-Pacific		104,646		87,373
Total Revenues	$	918,688	$	815,401

Included in Americas is the United States which comprises approximately 48.9% and 51.3% of total revenue for the years ended December 31, 2021 and 2020, respectively. Included in Europe, the Middle East, and Africa is the United Kingdom which accounts for approximately 11.5% and 10.4% of total revenue for the years ended December 31, 2021 and 2020, respectively. No other country accounts for more than 10% of the Company’s revenue in any period presented.

The Company’s long-lived tangible assets were located as follows (in thousands):


	December 31,
	2021		2020
Americas	$	85,213	$	81,139
Europe, the Middle East, and Africa		85,307		90,626
Asia-Pacific		376		399
Total long-lived tangible assets	$	170,896	$	172,164

Included in Americas is the United States, which comprises 47.1% and 46.7%, of total long-lived tangible assets as of December 31, 2021 and 2020, respectively. Included in Europe, the Middle East, and Africa is Ireland, which comprises 43.6% and 46.7% of total long-lived tangible assets as of December 31, 2021 and 2020, respectively.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 31
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

Accounting Principles

Accounting Principles — The consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

Estimates and Assumptions

Principles of Consolidation

Noncontrolling Interest

Net Income (Loss) Per Share Attributable to Common Stockholders

Foreign Currencies

Derivative Instruments

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of June 30, 2022 and December 31, 2021 (in thousands):


	As of June 30, 2022		As of December 31, 2021
Cash and cash equivalents	$	213,803	$	186,301
Restricted cash		4,568		5,228
Total cash, cash equivalents and restricted cash	$	218,371	$	191,529

Restricted cash consists of cash held as collateral related to corporate credit cards and real estate lease obligations.

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of December 31, 2021 and 2020 (in thousands):


	As of December 31,
	2021		2020
Cash and cash equivalents	$	186,301	$	156,478
Restricted cash		5,228		4,831
Total cash, cash equivalents and restricted cash	$	191,529	$	161,309

Restricted cash primarily consists of cash held as collateral related to corporate credit cards and real estate lease obligations.

Fair Value Measurements

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Contingent Consideration

Accounts Receivable-Net

Allowance for doubtful accounts changed as follows during the years presented (in thousands):


	Year Ended December 31,
	2021		2020
Beginning of year	$	7,773	$	7,843
Provision		750		2,002
Deductions		(2,577)		(2,072)
End of year	$	5,946	$	7,773

Deductions represent balances written off, net of amounts recovered that had previously been written off, and the effect of exchange rate fluctuations.

Property and Equipment-Net

Minority Investment without Readily Determinable Fair Value

Goodwill

Identifiable Intangible Assets

Loans Receivable

Leases

Deferred Offering Costs

Related-Party Transactions

Restructuring Costs

Revenue Recognition

The Company maintains a credit department that sets and monitors credit policies that establish credit limits and ascertains customer creditworthiness, thus reducing the risk of potential credit loss. Revenue is not recognized unless it is determined that collectability is reasonably assured. Revenue is recorded at invoiced amounts (including discounts and applicable sales taxes) less an allowance for sales returns which is based on historical information. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms.

For digital content licenses, the Company recognizes revenue on both its capped subscription-based, credit-based sales and single image licenses when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for capped subscription-based and credit- based products and recognizes the revenue associated with the unused licenses throughout the subscription or credit period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products.

See “Note 11 — Revenue” and “Note 20 — Segment and Geographic Information” for additional revenue disclosures.

Cost of Revenue

Sales Commissions

Equity-Based Compensation

Advertising and Marketing

Income Taxes

Segments

Concentration of Credit Risk

Recently Adopted Accounting Standard Updates

Subsequent Events

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

Schedule of cash, cash equivalents and restricted cash


	As of June 30, 2022		As of December 31, 2021
Cash and cash equivalents	$	213,803	$	186,301
Restricted cash		4,568		5,228
Total cash, cash equivalents and restricted cash	$	218,371	$	191,529

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of December 31, 2021 and 2020 (in thousands):


	As of December 31,
	2021		2020
Cash and cash equivalents	$	186,301	$	156,478
Restricted cash		5,228		4,831
Total cash, cash equivalents and restricted cash	$	191,529	$	161,309

Schedule of allowance for doubtful accounts

Allowance for doubtful accounts changed as follows during the years presented (in thousands):


	Year Ended December 31,
	2021		2020
Beginning of year	$	7,773	$	7,843
Provision		750		2,002
Deductions		(2,577)		(2,072)
End of year	$	5,946	$	7,773

DERIVATIVE INSTRUMENTS (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Derivative Liabilities

Schedule of fair value amounts of derivative instruments


	As of June 30, 2022				As of December 31, 2021
	Asset		Liability		Asset		Liability
Derivatives not designated as hedging instruments:
Foreign currency exchange options	$	462	$	—	$	804	$	—
Interest rate swaps		2,826		—		—		13,759
Total derivatives	$	3,288	$	—	$	804	$	13,759

The following table summarizes the fair value amounts of derivative instruments reported in the Consolidated Balance Sheets (in thousands):


	As of December 31,
	2021				2020
	Asset		Liability		Liability
Derivatives not designated as hedging instruments:
Foreign currency exchange options	$	804	$	—	$	1,827
Interest rate swaps		—		13,759		31,325
Total derivatives	$	804	$	13,759	$	33,152

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value Measurements

Schedule of financial instrument assets recorded at fair value

Financial instrument assets recorded at fair value as of June 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,146	$	—	$	—	$	30,146
Derivative assets:
Foreign currency exchange options		—	$	462		—		462
Interest rate swaps		—		2,826		—		2,826
	$	30,146	$	3,288	$	—	$	33,434


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents )	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900

Financial instrument assets recorded at fair value as of December 31 are as follows (in thousands):


	2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900


	2020
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	38,093	$	—	$	—	$	38,093
	$	38,093	$	—	$	—	$	38,093

Schedule of financial instrument liabilities recorded or disclosed at fair value

Financial instrument liabilities recorded or disclosed at fair value as of June 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,374,091	$	—	$	1,374,091
Senior Notes		—		285,000		—		285,000
Contingent Consideration		—		—		14,781		14,781
	$	—	$	1,659,091	$	14,781	$	1,673,872


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,475,759	$	—	$	1,475,759
Senior Notes		—		318,375		—		318,375
Contingent Consideration		—		—		14,039		14,039
Derivative liabilities:
Interest rate swap contracts		—		13,759		—		13,759
	$	—	$	1,807,893	$	14,039	$	1,821,932

Financial instrument liabilities recorded or disclosed at fair value as of December 31 are as follows (in thousands):


	2021
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,475,759	$	—	$	1,475,759
Senior Notes		—		318,375		—		318,375
Contingent Consideration		—		—		14,039		14,039
Derivative liabilities:
Interest rate swap contracts		—		13,759		—		13,759
	$	—	$	1,807,893	$	14,039	$	1,821,932


	2020
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,507,053	$	—	$	1,507,053
Senior Notes		—		322,500		—		322,500
Derivative liabilities:
Foreign currency exchange options		—		1,827		—		1,827
Interest rate swap contracts		—		31,325		—		31,325
	$	—	$	1,862,705	$	—	$	1,862,705

Schedule of quantitative information associated with the fair value measurements

The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs:


	Fair Value as of
	June 30, 2022		Valuation
	(in thousands)		Technique	Unobservable Input	Range
Contingent Consideration	$	14,781	Probability-adjusted discounted cash flow	Probabilities of success	55% – 100%
				Years until milestones are expected to be achieved	0.00 – 1.90 years
				Discount rate	8.10% – 8.53%


	Fair Value as of
	December 31, 2021		Valuation
	(in thousands)		Technique	Unobservable Input	Range
Contingent Consideration	$	14,039	Probability-adjusted discounted cash flow	Probabilities of success	55% – 100%
				Years until milestones are expected to be achieved	0.63 – 2.15 years
				Discount rate	8.10% – 8.53%

Schedule of changes in the fair value of the contingent consideration

The following table presents changes in the fair value of the Contingent Consideration for the six months ended June 30, 2022 (in thousands):


December 31, 2021	$	14,039
Change in fair value of Contingent Consideration		742
June 30, 2022	$	14,781

The following table presents changes in the fair value of the Contingent Consideration for the year ended December 31, 2021 (in thousands):


December 31, 2020	$	—
Issuance of Contingent Consideration in connection with acquisition		13,200
Change in fair value of Contingent Consideration		1,373
Effects of fluctuations in foreign currency exchange rates		(534)
December 31, 2021	$	14,039

PROPERTY AND EQUIPMENT-NET (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

PROPERTY AND EQUIPMENT-NET

Schedule of Property and Equipment reported as of balance sheet dates


	Estimated
	Useful
	Lives
	(in Years)		As of June 30, 2022		As of December 31, 2021
Contemporary imagery		5	$	369,301	$	379,837
Computer hardware purchased		3		5,683		5,639
Computer software developed for internal use		3		114,078		114,434
Leasehold improvements		2 – 20		11,469		11,459
Furniture, fixtures and studio equipment		5		14,880		15,167
Archival imagery		40		93,258		97,547
Other		3 – 4		2,325		2,439
Property and equipment				610,994		626,522
Less: accumulated depreciation				(443,954)		(455,626)
Property and equipment, net			$	167,040	$	170,896

Property and equipment consisted of the following at the reported balance sheet dates (in thousands, except years):


	Estimated
	Useful
	Lives	December 31,
	(in Years)	2021		2020
Contemporary imagery	5	$	379,837	$	387,015
Computer hardware purchased	3		5,639		8,828
Computer software developed for internal use	3		114,434		113,615
Leasehold improvements	2 – 20		11,459		11,434
Furniture, fixtures and studio equipment	5		15,167		14,430
Archival imagery	40		97,547		101,615
Other	3 – 4		2,439		2,566
Property and equipment			626,522		639,503
Less: accumulated depreciation			(455,626)		(467,339)
Property and equipment, net		$	170,896	$	172,164

GOODWILL (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

GOODWILL

Schedule of change in Goodwill during the year


	Goodwill		Accumulated
	before		impairment
	impairment		charge		Goodwill – net
December 31, 2021	$	2,028,245	$	(525,000)	$	1,503,245
Effects of fluctuations in foreign currency exchange rates		(594)		—		(594)
June 30, 2022	$	2,027,651	$	(525,000)	$	1,502,651

Goodwill changed during the years presented as follows (in thousands):


	Goodwill		Accumulated
	before		impairment
	impairment		charge		Goodwill – net
December 31, 2019	$	1,954,521	$	(525,000)	$	1,429,521
Effects of fluctuations in foreign currency exchange rates		1,316		—		1,316
December 31, 2020		1,955,837		(525,000)		1,430,837
Goodwill related to acquisition		75,782		—		75,782
Effects of fluctuations in foreign currency exchange rates		(3,374)		—		(3,374)
December 31, 2021	$	2,028,245	$	(525,000)	$	1,503,245

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

+ Details

IDENTIFIABLE INTANGIBLE ASSETS - NET (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

GOODWILL.

Schedule of intangible assets at the reported balance sheet dates


	Range of
	Estimated	As of June 30, 2022						As of December 31, 2021
	Useful Lives	Gross		Accumulated		Net		Gross		Accumulated			Net
	(Years)	Amount		Amortization		Amount		Amount		Amortization			Amount
Trade name	Indefinite	$	386,318	$	—	$	386,318	$	402,581	$	—	$	402,581
Trademarks and trade names	5 – 10		103,982		(100,962)		3,020		104,174		(96,041)		8,133
Patented and unpatented technology	3 – 10		109,005		(99,537)		9,468		112,288		(97,818)		14,470
Customer lists, contracts, and relationships	5 – 11		388,205		(350,643)		37,562		404,421		(350,997)		53,424
Non-compete Covenant	3		900		(878)		22		900		(811)		89
Other identifiable intangible assets	3 – 13		6,889		(6,813)		76		7,110		(6,955)		155
		$	995,299	$	(558,833)	$	436,466	$	1,031,474	$	(552,622)	$	478,852


		December 31,
		2021						2020
	Range of
	Estimated
	Useful Lives	Gross		Accumulated		Net		Gross		Accumulated		Net
	(Years)	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade name	Indefinite	$	402,581	$	—	$	402,581	$	409,722	$	—	$	409,722
Trademarks and trade names	5 – 10		104,174		(96,041)		8,133		104,355		(85,976)		18,379
Patented and unpatented technology	3 – 10		112,288		(97,818)		14,470		106,342		(91,558)		14,784
Customer lists, contracts, and relationships	5 – 11		404,421		(350,997)		53,424		419,673		(336,919)		82,754
Non-compete Covenant	3		900		(811)		89		900		(677)		223
Other identifiable intangible assets	3 – 13		7,110		(6,955)		155		7,147		(6,826)		321
		$	1,031,474	$	(552,622)	$	478,852	$	1,048,139	$	(521,956)	$	526,183

Schedule of the estimated aggregate amortization expense for identifiable intangible assets for the next five years

Based on balances at December 31, 2021, the estimated aggregate amortization expense for identifiable intangible assets for the next five years is as follows (in thousands):


Fiscal Years Ended December 31,
2022	$	45,000
2023	$	24,752
2024	$	2,218
2025	$	2,209
2026	$	773

OTHER ASSETS AND LIABILITIES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

OTHER ASSETS AND LIABILITIES

Schedule of Other long-term assets at the reported balance sheet dates


	As of June 30,		As of December 31,
	2022		2021
Long term note receivable from a related party	$	24,000	$	24,000
Minority and other investments		11,924		10,621
Other		9,418		6,471
	$	45,342	$	41,092


	December 31,
	2021		2020
Long term note receivable from a related party (Note 2)	$	24,000	$	24,000
Minority and other investments (Note 2)		10,621		11,292
Tax benefit (Note 17)		3,300		3,500
Equity method investment		1,207		2,291
Long term deposits		1,754		2,071
Other		210		201
	$	41,092	$	43,355

Schedule of Accrued expenses at the reported balance sheet dates


	As of June 30,		As of December 31,
	2022		2021
Accrued compensation and related costs	$	18,394	$	38,232
Lease Liabilities		10,468		—
Accrued contingent consideration		10,000		9,456
Interest payable		16,645		9,750
Other		5,120		9,131
	$	60,627	$	66,569


	December 31,
	2021		2020
Accrued compensation and related costs	$	38,232	$	16,949
Interest payable		9,750		9,750
Accrued contingent consideration		9,456		—
Accrued legal costs		3,436		1,483
Accrued taxes		1,762		1,006
Accrued restructuring		1,033		4,702
Derivative liabilities		686		1,827
Other		2,214		1,342
	$	66,569	$	37,059

Schedule of Other long-term liabilities at the reported balance sheet dates


	As of June 30,		As of December 31,
	2022		2021
Accrued Contingent Consideration (net of current portion)	$	4,781	$	4,583
Derivative liabilities (net of current portion)		—		13,073
Other		2,779		9,305
	$	7,560	$	26,961


	December 31,
	2021		2020
Derivative liabilities (net of current portion)	$	13,073	$	31,325
Accrued contingent consideration (net of current portion)		4,583		—
Deferred rent (net of current portion)		3,370		3,953
Deferred revenue (net of current portion)		3,387		948
Accrued restructuring (net of current portion)		1,441		1,995
Other		1,107		1,327
	$	26,961	$	39,548

DEBT (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

DEBT

Schedule of components of debt


	As of June 30,		As of December 31,
	2022		2021
Senior Notes	$	300,000	$	300,000
USD Term Loans		992,600		997,800
EUR Term Loans		438,911		473,798
Less: issuance costs and discounts amortized to interest expense		(11,032)		(14,127)
Less: short-term debt – net		(6,672)		(6,481)
Long-term debt – net	$	1,713,807	$	1,750,990

Debt included the following (in thousands):


	December 31,
	2021		2020
Senior Notes	$	300,000	$	300,000
USD Term Loans		997,800		1,008,200
EUR Term Loans		473,798		520,316
Less: issuance costs and discounts amortized to interest expense		(14,127)		(20,785)
Less: short-term debt – net		(6,481)		(14,271)
Long-term debt – net	$	1,750,990	$	1,793,460

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies

Schedule of future minimum payments under debt obligations, non-cancelable operating leases and other purchase obligations

The future minimum payments under debt obligations, non-cancelable operating leases and other purchase obligations are as follows as of December 31, 2021 (in thousands):


	Years Ending December 31,
	2022		2023		2024		2025		2026		Thereafter		Total
USD Term Loans and EUR Term loans:
Principal payments	$	10,400	$	10,400	$	10,400	$	10,400	$	1,429,998	$	—	$	1,471,598
Interest payments		74,013		80,710		84,250		84,092		11,506		—		334,571
Senior Notes:
Principal payments		—		—		—		—		—		300,000		300,000
Interest payments		29,250		29,250		29,250		29,250		29,250		14,625		160,875
Interest rate swaps		8,376		5,081		598		—		—		—		14,055
Revolver commitment fee		404		404		69		—		—		—		877
Operating lease payments on facilities leases		14,376		11,713		12,060		12,016		6,686		26,059		82,910
Minimum royalty guarantee payments to content suppliers		44,684		38,344		31,513		30,587		13,493		16,000		174,621
Technology purchase commitments		3,944		2,001		—		—		—		—		5,945
Other commitments		3,391		833		—		—		—		—		4,224
Total commitments	$	188,838	$	178,736	$	168,140	$	166,345	$	1,490,933	$	356,684	$	2,549,676

REVENUE (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

REVENUE

Summary of revenue by product


	Six Months Ended June 30,
	2022		2021
Creative	$	295,067	$	292,765
Editorial		161,698		142,509
Other		7,540		7,340
Total Revenue	$	464,305	$	442,614

The following table summarizes the Company’s revenue by product (in thousands):


	Year Ended December 31,
	2021		2020
Creative Stills	$	596,917	$	532,732
Editorial Stills		306,631		266,699
Other		15,140		15,970
Total Revenue	$	918,688	$	815,401

REDEEMABLE PREFERRED STOCK (Tables)

12 Months Ended

Dec. 31, 2021

Class A Ordinary Shares Subject to Possible Redemption.

Schedule of rates for dividends on redeemable preferred stock


	Spread Increase
	(effective on the
	first day of the
	applicable		Cash Dividend		Accrued
Dividend Period	period)		Spread		Dividend
From February 19, 2019 through February 19, 2024	N/A		7.50	%	8.00	%
From February 19, 2024 through February 19, 2025	1.00	%	8.50	%	9.00	%
From February 19, 2025 through February 19, 2026	1.00	%	9.50	%	10.00	%
From February 19, 2026 through February 19, 2027	1.00	%	10.50	%	11.00	%
From February 19, 2027 through February 19, 2028	1.00	%	11.50	%	12.00	%
From February 19, 2028 through February 19, 2029	1.00	%	12.50	%	13.00	%
From February 19, 2030	N/A		12.50	%	13.00	%

Schedule of redemption rates for redeemable preferred stock


	Redemption
Period in Which Such Date Occurs	Percentage
If such date occurs during the period from and including the First Call Date to, but not including, February 19, 2023	105.00	%
If such date occurs during the period from and including February 19, 2023 to, but not including, February 19, 2024	102.50	%
If such date occurs on or after February 19, 2024	100.00	%

STOCKHOLDERS' DEFICIT (Tables)

12 Months Ended

Dec. 31, 2021

Shareholders' Equity (Deficit)

Schedule shares reserve for potential future issuances


	December 31,
	2021	2020
Shares underlying outstanding equity awards	29,906,466	26,960,954
Shares available for future equity awards	1,916,140	3,871,654
Total	31,822,606	30,832,608

EQUITY-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2021

EQUITY-BASED COMPENSATION

Schedule of award activity


		Weighted		Remaining
	Number	Average		Average
	of	Exercise		Contractual
	awards	Price		Life (in Years)
Outstanding – December 31, 2020	26,961	$	4.73	6.37
Grants	4,000	$	4.25
Exercises	(10)	$	3.50
Pre-vesting forfeitures	(698)	$	3.45
Post-vesting cancellations	(347)	$	3.65
Outstanding – December 31, 2021	29,906	$	4.71	5.87
Exercisable – December 31, 2021	21,465	$	5.06	4.91

Schedule of assumptions to estimate for fair value of awards


	Year Ended December 31,
	2021			2020
Weighted average grant date fair value per award	$	1.52		$	1.56
Valuation model used		Black-Scholes			Black-Scholes
Expected award price volatility		35	%		50	%
Risk-free rate of return		1.15	%		1.08	%
Expected life of awards		6.1 years			6.1 years
Expected rate of dividends		None			None

RESTRUCTURING COSTS (Tables)

12 Months Ended

Dec. 31, 2021

RESTRUCTURING COSTS

Schedule of accrued employee termination costs

Accrued losses on leased properties and employee termination costs changed during the periods presented as follows (in thousands):


	Leased		Employee
	Property		Termination
	Losses		Costs		Total
Balance – December 31, 2019	$	2,958	$	7,857	$	10,815
Reduction of accrual due to net cash payments		(715)		(13,315)		(14,030)
Additional charges and adjustments		319		8,816		9,135
Accretion expense		259		—		259
Effects of fluctuations in foreign currency exchange rates		45		473		518
Balance – December 31, 2020		2,866		3,831		6,697
Reduction of accrual due to net cash payments		(901)		(2,946)		(3,847)
Additional charges and adjustments		131		(606)		(475)
Accretion expense		225		—		225
Effects of fluctuations in foreign currency exchange rates		(46)		(80)		(126)
Balance – December 31, 2021	$	2,275	$	199	$	2,474

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2021

INCOME TAXES

Schedule of components of the net loss (income) before tax on income

The components of income (loss) before income taxes are as follows (in thousands):


	Year Ended December 31,
	2021		2020
United States	$	104,984	$	(27,823)
Foreign		31,142		(36)
Income (loss) before income taxes	$	136,126	$	(27,859)

Schedule of components of income tax expense (benefit)

The components of income tax expense (benefit) are as follows (in thousands):


	Year Ended December 31,
	2021		2020
Current:
United States	$	22,321	$	8,854
Foreign		(7,756)		12,095
Total current income tax expense (benefit)		14,565		20,949
Deferred:
United States		4,698		(13,227)
Foreign		(534)		1,794
Total deferred income tax expense (benefit)		4,164		(11,433)
Total provision for income tax expense	$	18,729	$	9,516

Schedule of accounting for the difference between income taxes computed at the U.S. federal statutory rate and the effective income tax rate

The items accounting for the difference between income taxes computed at the U.S. federal statutory rate and the effective income tax rate are as follows (in thousands):


	Year Ended December 31,
	2021		2020
Federal income tax expense (benefit) at the statutory rate	$	28,586	$	(5,849)
Effect of:
State taxes, net of federal benefit		3,632		643
Tax impact of foreign earnings and losses		(10,171)		3,644
Stock-based compensation		236		169
Valuation allowance		1,532		13,763
Tax credits		(5,030)		(3,213)
Other, net		(56)		359
Income tax expense (benefit)	$	18,729	$	9,516

Schedule of reconciliation of the beginning and ending amounts of unrecognized tax benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):


	Year Ended December 31,
	2021		2020
Uncertain tax benefits, beginning of year	$	47,637	$	45,003
Gross increase to tax positions related to prior years		121		1,239
Gross decrease to tax positions related to prior years		(413)		(42)
Gross increase to tax positions related to the current year		2,204		2,082
Gross decrease to tax positions related to the current year		—		—
Settlements		—		—
Lapse of statute of limitations		(16,124)		(645)
Uncertain tax benefits, end of year	$	33,425	$	47,637

Schedule of deferred tax assets, liabilities and valuation allowance

Deferred tax assets, liabilities and valuation allowance are as follows (in thousands):


	December 31,
	2021		2020
Deferred tax assets
Income tax attributes	$	204,531	$	195,670
Accrued liabilities and reserves		9,951		7,076
Prepaid expenses		6,483		10,208
Stock-based compensation expense		9,308		8,356
Other		1,150		11,112
Gross deferred tax assets		231,423		232,422
Less valuation allowance		(205,877)		(210,551)
Total deferred tax assets		25,546		21,871
Deferred tax liabilities
Amortization and depreciation		(39,167)		(31,794)
Other		(2,081)		—
Net deferred tax liabilities, net of valuation allowance	$	(15,702)	$	(9,923)

Schedule of operating loss carryforwards and expiration periods

The deferred tax assets at December 31, 2021, with respect to net operating loss carryforwards and expiration periods are as follows (in thousands):


	Deferred		Net Operating
	Tax		Loss
	Assets		Carryforwards
United States, expiring between 2023 and 2039	$	9,083	$	130,021
Foreign, expiring between 2021 and 2041		28,043		115,379
Foreign, indefinite		57,333		434,833
Total	$	94,459	$	680,233

Schedule of federal tax credits and expiration periods

The following is information pertaining to U.S. federal tax credits at December 31, 2021, as well as the expiration periods (in thousands):


	Tax Credits
United States, federal tax credit carryforwards:
Foreign tax credits, expiring between 2022 and 2031	$	41,830
Total	$	41,830

ACQUISITION (Tables)

12 Months Ended

Dec. 31, 2021

ACQUISITION

Schedule of the components of the fair value of consideration transferred

The components of the fair value of consideration transferred are as follows (in thousands):


Cash	$	95,418
Contingent Consideration		13,200
Total fair value of consideration transferred	$	108,618

Schedule of aggregate purchase price allocated to the assets acquired and liabilities assumed

The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in thousands):


	Fair Value at
	Acquisition Date
Assets acquired and liabilities assumed:
Cash and cash equivalents	$	6,213
Accounts receivable		1,061
Other current assets		736
Prepaid expenses		118
Property and equipment		1,729
Other long term assets		306
Identifiable intangible assets		23,900
Goodwill		75,782
Total assets acquired	$	109,845
Accounts payable and accrued expenses		(128)
Deferred income tax liability		(1,099)
Total liabilities assumed		(1,227)
Net assets acquired	$	108,618

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Schedule of computation of earnings per share


	Six Months Ended June 30,
	2022		2021
NET INCOME	$	63,802	$	42,269
Less:
Net income attributable to noncontrolling interest		375		141
Redeemable Preferred Stock dividend		38,552		34,426
NET INCOME ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC.	$	24,875	$	7,702
Weighted-average common shares outstanding:
Basic		153,321,585		153,303,505
Effect of dilutive securities		19,131,263		792,841
Diluted		172,452,848		154,096,346
Net income per share attributable to Griffey Global Holdings, Inc. common stockholders:
Basic	$	0.16	$	0.05
Diluted	$	0.14	$	0.05

The following table sets forth the computation of basic earnings per common share (in thousands, except share and per share amounts):


	December 31
	2021		2020
NET INCOME (LOSS)		117,397	$	(37,375)
Less:
Net (loss) income attributable to noncontrolling interest		329		(182)
Redeemable Preferred Stock dividend		71,393		64,120
NET INCOME (LOSS) ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC.	$	45,675	$	(101,313)
Weighted-average common shares outstanding:
Basic		153,305,176		153,303,498
Effect of dilutive securities		4,239,642		—
Diluted		157,544,818		153,303,498
Net income (loss) per share attributable to Griffey Global Holdings, Inc. common stockholders:
Basic	$	0.30	$	(0.66)
Diluted	$	0.29	$	(0.66)

SEGMENT AND GEOGRAPHIC INFORMATION (Tables)

12 Months Ended

Dec. 31, 2021

SEGMENT AND GEOGRAPHIC INFORMATION

Schedule of geographic revenue

The following represents the Company’s geographic revenue based on customer location (in thousands):


	December 31,
	2021		2020
Americas	$	496,607	$	457,327
Europe, the Middle East, and Africa		317,435		270,701
Asia-Pacific		104,646		87,373
Total Revenues	$	918,688	$	815,401

Schedule of long-lived tangible assets by geographical location

The Company’s long-lived tangible assets were located as follows (in thousands):


	December 31,
	2021		2020
Americas	$	85,213	$	81,139
Europe, the Middle East, and Africa		85,307		90,626
Asia-Pacific		376		399
Total long-lived tangible assets	$	170,896	$	172,164

DESCRIPTION OF THE BUSINESS (Details) - Asset Asset in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Description of Organization, Business Operations and Basis of Presentation
Number of visual assets available	495	477

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) item	Dec. 31, 2021 USD ($) customer	Dec. 31, 2020 USD ($)	Jun. 30, 2022 USD ($)	Jan. 01, 2022 USD ($)	Jun. 15, 2016 USD ($)
Schedule of Significant Accounting Policies [Line Items]
Foreign Currency Transaction Gain, before Tax			$ 36,400				$ 36,400
Net foreign currency transaction loss			45,100				45,100
Reserves for allowances for doubtful accounts	$ 5,900	$ 5,900	5,900	$ 5,900	$ 5,900	$ 5,900	7,800
Cash purchase price for minority stake							8,500
Carrying amount of minority investment	8,100	8,100	8,100	8,100	$ 8,100	8,100	8,500	$ 9,400
Number of reporting units \| item					1
Rent expense			11,800				11,800
Sublease receipts			4,500				4,300
Deferred offering costs capitalized	$ 3,900	$ 3,900	3,900	$ 3,900	$ 3,900	$ 3,900	$ 0	8,200
Percentage of revenue from content licenses				3.00%			3.00%
Percentage of license fee earn and retained by delegates				35.00%			50.00%
Percentage of license fee recognized by the Company				50.00%			65.00%
Percentage of royalties of the total license fee				20.00%			50.00%
Equity-based compensation, service period	5 years
Advertising and marketing costs			$ 53,700				$ 49,000
Number of operating segment		1		1
Number of customers represented 10% or more of the Company's total revenue or accounts receivable \| customer						0
Estimated operating lease right of use assets								49,959	$ 53,100
Estimated operating lease liabilities								$ 59,581
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Liabilities, Current	Liabilities, Current	Liabilities, Current	Liabilities, Current	Liabilities, Current	Liabilities, Current
Getty Images SEA Holdings Co., Limited ("Getty SEA")
Schedule of Significant Accounting Policies [Line Items]
Percentage of equity interest	50.00%	50.00%	50.00%	50.00%	50.00%	50.00%
Getty Images SEA Holdings Co., Limited ("Getty SEA")
Schedule of Significant Accounting Policies [Line Items]
Percentage of non-controlling stockholder's interest	50.00%	50.00%	50.00%	50.00%	50.00%	50.00%
Minimum
Schedule of Significant Accounting Policies [Line Items]
Estimated operating lease right of use assets	$ 45,000	$ 45,000	$ 45,000	$ 45,000	$ 45,000	$ 45,000
Estimated operating lease liabilities	50,000	50,000	50,000	50,000	50,000	50,000
Maximum
Schedule of Significant Accounting Policies [Line Items]
Estimated operating lease right of use assets	65,000	65,000	65,000	65,000	65,000	65,000
Estimated operating lease liabilities	$ 70,000	$ 70,000	70,000	$ 70,000	$ 70,000	$ 70,000
Getty Investments, LLC
Schedule of Significant Accounting Policies [Line Items]
Annual management fees			$ 1,500				$ 1,300
Getty Investments, LLC \| Visual China Group Holding Limited ("VCG")
Schedule of Significant Accounting Policies [Line Items]
Face amount of unsecured note receivable										$ 24,000
Interest rate										2.50%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies
Cash and cash equivalents	$ 213,803	$ 186,301		$ 156,478
Restricted cash	4,568	5,228		4,831
Total cash, cash equivalents and restricted cash	$ 218,371	$ 191,529	$ 121,476	$ 161,309	$ 118,228

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for doubtful accounts (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Beginning of year	$ 5,946	$ 7,773	$ 7,843
Provision	800	750	2,002
Deductions		(2,577)	(2,072)
End of year	$ 6,105	$ 5,946	$ 7,773

DERIVATIVE INSTRUMENTS - Fair value amounts of derivative instruments (Details) - Derivatives not designated as hedging instruments - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivatives, Fair Value [Line Items]
Total derivatives, Asset	$ 3,288	$ 804
Total derivatives, Liability		13,759	$ 33,152
Foreign currency exchange options
Derivatives, Fair Value [Line Items]
Total derivatives, Asset	462	804
Total derivatives, Liability			1,827
Interest rate swaps
Derivatives, Fair Value [Line Items]
Total derivatives, Asset	$ 2,826
Total derivatives, Liability		$ 13,759	$ 31,325

DERIVATIVE INSTRUMENTS - Foreign Currency Risk (Details) - USD ($) $ in Millions	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Derivative [Line Items]
Derivative contracts, notional amounts			$ 15.2	$ 36.5
Gain recognized on derivatives	$ 17.1	$ 8.8	$ 8.8
Loss recognized on derivatives				$ 0.9
Minimum \| Foreign currency exchange options
Derivative [Line Items]
Derivative contracts, maturity dates range	3 months		3 months
Maximum \| Foreign currency exchange options
Derivative [Line Items]
Derivative contracts, maturity dates range	18 months		18 months

DERIVATIVE INSTRUMENTS - Interest Rate Risk (Details) $ in Millions	6 Months Ended		12 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Feb. 28, 2019 USD ($) item
Derivative [Line Items]
Derivative contracts, notional amounts			$ 15.2	$ 36.5
Gain recognized on derivatives	$ 17.1	$ 8.8	8.8
Loss recognized on derivatives				0.9
Interest rate swaps
Derivative [Line Items]
Number of interest rate swaps \| item					2
Floor interest rate					0.00%
Gain recognized on derivatives			$ 17.6
Loss recognized on derivatives				$ 13.3
Interest rate swap one
Derivative [Line Items]
Derivative contracts, notional amounts					$ 175.0
Fixed interest rate					2.501%
Interest rate swap two
Derivative [Line Items]
Derivative contracts, notional amounts					$ 355.0
Fixed interest rate					2.60%

FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial instrument assets recorded at fair value (Details) - Recurring - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
FAIR VALUE OF FINANCIAL INSTRUMENTS
Money market funds (cash equivalents)	$ 30,146	$ 30,096	$ 38,093
Derivative assets:
Foreign currency exchange options		804
Assets fair value		30,900	38,093
Level 1
FAIR VALUE OF FINANCIAL INSTRUMENTS
Money market funds (cash equivalents)	$ 30,146	30,096	38,093
Derivative assets:
Assets fair value		30,096	$ 38,093
Level 2
Derivative assets:
Foreign currency exchange options		804
Assets fair value		$ 804

FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial instrument assets recorded at fair value (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivative liabilities:
Obligations to transfer contingent consideration relating acquisition		$ 14,000
Unsplash Inc
Derivative liabilities:
Obligations to transfer contingent consideration relating acquisition	$ 14,800	14,000
Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term Loans	1,374,091	1,475,759	$ 1,507,053
Senior Notes	285,000	318,375	322,500
Contingent Consideration	14,781	14,039
Derivative liabilities:
Foreign currency exchange options			1,827
Interest rate swap contracts		13,759	31,325
Liabilities fair value	1,673,872	1,821,932	1,862,705
Level 2 \| Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term Loans	1,374,091	1,475,759	1,507,053
Senior Notes	285,000	318,375	322,500
Derivative liabilities:
Foreign currency exchange options			1,827
Interest rate swap contracts		13,759	31,325
Liabilities fair value	1,659,091	1,807,893	$ 1,862,705
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent Consideration	14,781	14,039
Level 3 \| Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent Consideration	14,781	14,039
Derivative liabilities:
Liabilities fair value	$ 14,781	$ 14,039

FAIR VALUE OF FINANCIAL INSTRUMENTS - Quantitative information associated with the fair value measurements (Details) - Level 3 $ in Thousands	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Quantitative information associated with the fair value measurements
Contingent Consideration	$ 14,781	$ 14,039
Probability-adjusted discounted cash flow \| Minimum \| Probabilities of success
Quantitative information associated with the fair value measurements
Fair value measurements input	55	55
Probability-adjusted discounted cash flow \| Minimum \| Years until milestones are expected to be achieved
Quantitative information associated with the fair value measurements
Fair value measurements input	0.00	0.63
Probability-adjusted discounted cash flow \| Minimum \| Discount term
Quantitative information associated with the fair value measurements
Fair value measurements input	8.10	8.10
Probability-adjusted discounted cash flow \| Maximum \| Probabilities of success
Quantitative information associated with the fair value measurements
Fair value measurements input	100	100
Probability-adjusted discounted cash flow \| Maximum \| Years until milestones are expected to be achieved
Quantitative information associated with the fair value measurements
Fair value measurements input	1.90	2.15
Probability-adjusted discounted cash flow \| Maximum \| Discount term
Quantitative information associated with the fair value measurements
Fair value measurements input	8.53	8.53

FAIR VALUE OF FINANCIAL INSTRUMENTS - Quantitative information associated with the fair value measurements (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Fair Value Measurements
Beginning Balance of Warrant liabilities	$ 14,039
Issuance of Contingent Consideration in connection with acquisition		$ 13,200
Change in fair value of working capital loan	742	1,373
Effects of fluctuations in foreign currency exchange rates		(534)
Ending Balance of Warrant liabilities	$ 14,781	$ 14,039

PROPERTY AND EQUIPMENT - NET (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment	$ 610,994	$ 626,522	$ 639,503
Less: accumulated depreciation	(443,954)	(455,626)	(467,339)
Property and equipment, net	$ 167,040	$ 170,896	172,164
Contemporary imagery
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years	5 years
Property and equipment	$ 369,301	$ 379,837	387,015
Computer hardware purchased
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years	3 years
Property and equipment	$ 5,683	$ 5,639	8,828
Computer software developed for internal use
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years	3 years
Property and equipment	$ 114,078	$ 114,434	113,615
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	$ 11,469	$ 11,459	11,434
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	2 years	2 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	20 years	20 years
Furniture, fixtures and studio equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years	5 years
Property and equipment	$ 14,880	$ 15,167	14,430
Archival imagery
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	40 years	40 years
Property and equipment	$ 93,258	$ 97,547	101,615
Other
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,325	$ 2,439	$ 2,566
Other \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years	3 years
Other \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	4 years	4 years

PROPERTY AND EQUIPMENT - NET - Narrative (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Archival imagery
Property, Plant and Equipment [Line Items]
Property and Equipment with Indefinite life	$ 9.9	$ 10.3	$ 10.8

GOODWILL - Change in Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
GOODWILL
Goodwill before impairment, Beginning balance	$ 2,028,245	$ 1,955,837	$ 1,954,521
Accumulated impairment charge, Beginning balance	(525,000)	(525,000)	(525,000)
Goodwill - net, Beginning balance	1,503,245	1,430,837	1,429,521
Goodwill related to acquisition		75,782
Effects of fluctuations in foreign currency exchange rates	(594)	(3,374)	1,316
Goodwill before impairment, Ending balance	2,027,651	2,028,245	1,955,837
Accumulated impairment charge, Ending balance	(525,000)	(525,000)	(525,000)
Goodwill - net, Ending balance	$ 1,502,651	$ 1,503,245	$ 1,430,837

- Definition

+ References + Details

GOODWILL (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
GOODWILL
Accumulated impairment loss on Goodwill	$ (525,000)	$ (525,000)	$ (525,000)	$ (525,000)

IDENTIFIABLE INTANGIBLE ASSETS - NET (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross amount, intangible assets	$ 995,299	$ 1,031,474	$ 1,048,139
Accumulated amortization	(558,833)	(552,622)	(521,956)
Net amount, intangible assets	436,466	478,852	526,183
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Gross amount, finite-lived intangible assets	103,982	104,174	104,355
Accumulated amortization	(100,962)	(96,041)	(85,976)
Net amount, finite-lived intangible assets	$ 3,020	$ 8,133	18,379
Trademarks and trade names \| Minimum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	5 years	5 years
Trademarks and trade names \| Maximum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	10 years	10 years
Patented and unpatented technology
Finite-Lived Intangible Assets [Line Items]
Gross amount, finite-lived intangible assets	$ 109,005	$ 112,288	106,342
Accumulated amortization	(99,537)	(97,818)	(91,558)
Net amount, finite-lived intangible assets	$ 9,468	$ 14,470	14,784
Patented and unpatented technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	3 years	3 years
Patented and unpatented technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	10 years	10 years
Customer lists, contracts, and relationships
Finite-Lived Intangible Assets [Line Items]
Gross amount, finite-lived intangible assets	$ 388,205	$ 404,421	419,673
Accumulated amortization	(350,643)	(350,997)	(336,919)
Net amount, finite-lived intangible assets	$ 37,562	$ 53,424	82,754
Customer lists, contracts, and relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	5 years	5 years
Customer lists, contracts, and relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	11 years	11 years
Non-compete Covenant
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	3 years	3 years
Gross amount, finite-lived intangible assets	$ 900	$ 900	900
Accumulated amortization	(878)	(811)	(677)
Net amount, finite-lived intangible assets	22	89	223
Other identifiable intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross amount, finite-lived intangible assets	6,889	7,110	7,147
Accumulated amortization	(6,813)	(6,955)	(6,826)
Net amount, finite-lived intangible assets	$ 76	$ 155	321
Other identifiable intangible assets \| Minimum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	3 years	3 years
Other identifiable intangible assets \| Maximum
Finite-Lived Intangible Assets [Line Items]
Range of Estimated Useful Lives	13 years	13 years
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Indefinite lived assets	$ 386,318	$ 402,581	$ 409,722

IDENTIFIABLE INTANGIBLE ASSETS - NET - Amortization (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
GOODWILL.
2022	$ 22,500	$ 45,000
2023	24,800	24,752
2024	2,200	2,218
2025	2,200	2,209
2026	$ 800	$ 773

OTHER ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Other Assets, Noncurrent [Abstract]
Long term note receivable from a related party (Note 2)	$ 24,000	$ 24,000	$ 24,000
Minority and other investments (Note 2)	11,924	10,621	11,292
Tax benefit (Note 17)		3,300	3,500
Equity method investment		1,207	2,291
Long term deposits		1,754	2,071
Other	9,418	6,471	201
Other Long-Term Assets, total	45,342	41,092	43,355
Accrued Liabilities, Current [Abstract]
Accrued compensation and related costs	18,394	38,232	16,949
Interest payable	16,645	9,750	9,750
Accrued contingent consideration	10,000	9,456
Accrued legal costs		3,436	1,483
Accrued taxes		1,762	1,006
Accrued restructuring		1,033	4,702
Derivative liabilities		$ 686	$ 1,827
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]		Accrued expenses, total	Accrued expenses, total
Other	5,120	$ 9,131	$ 1,342
Accrued expenses, total	60,627	66,569	37,059
Other Liabilities, Noncurrent [Abstract]
Derivative liabilities (net of current portion)		13,073	31,325
Accrued contingent consideration (net of current portion)	4,781	4,583
Deferred rent (net of current portion)		3,370	3,953
Deferred revenue (net of current portion)		3,387	948
Accrued restructuring (net of current portion)		1,441	1,995
Other	2,779	9,305	1,327
Other Long-Term Liabilities, total	$ 7,560	$ 26,961	$ 39,548

DEBT (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Less: issuance costs and discounts amortized to interest expense	$ (11,032)	$ (14,127)	$ (20,785)
Less: short-term debt - net	(6,672)	(6,481)	(14,271)
Long-term debt, net	1,713,807	1,750,990	1,793,460
Senior Notes
Debt Instrument [Line Items]
Long-term Debt, Gross	300,000	300,000	300,000
USD Term Loans
Debt Instrument [Line Items]
Long-term Debt, Gross	992,600	997,800	1,008,200
EUR Term Loans
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 438,911	$ 473,798	$ 520,316

DEBT - Additional information (Details) € in Millions, $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2021 EUR (€)	Dec. 31, 2020 EUR (€)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 EUR (€)	Dec. 31, 2020 USD ($)	Jun. 30, 2022 EUR (€)	Dec. 31, 2021 EUR (€)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Feb. 28, 2019 EUR (€)	Feb. 28, 2019 USD ($)
N Y F R B Rate
Debt Instrument [Line Items]
Additional interest over base, as a percent			0.50%
Adjusted Eurodollar rate
Debt Instrument [Line Items]
Additional interest over base, as a percent			1.00%
L I B O Screen rate
Debt Instrument [Line Items]
Additional interest over base, as a percent			0.00%
Number of days before period for rate determination			2 days
EURIBOR Screen rate
Debt Instrument [Line Items]
Additional interest over base, as a percent			0.00%
Number of days before period for rate determination			2 days
Statutory Reserve Rate
Debt Instrument [Line Items]
Maximum rounding percentage			0.0625%
Senior Notes
Debt Instrument [Line Items]
Principal amount											$ 300.0
Fixed interest rate										9.75%	9.75%
Credit Facility
Debt Instrument [Line Items]
Maximum borrowing											$ 1,040.0
Excess cash flow payment percentage			50.00%
Amount of excess cash flow payment due								$ 0.0	$ 36.6
USD Term Loans
Debt Instrument [Line Items]
Maximum borrowing \| €										€ 450.0
Fixed interest rate							4.50%	4.50%
Amount of quarterly installment			$ 2.6
Average interest rate during the period			4.63%
USD Term Loans \| Base Rate [Member]
Debt Instrument [Line Items]
Additional interest over base, as a percent			3.50%
EUR Term Loans
Debt Instrument [Line Items]
Principal amount \| €		€ 425.0		€ 425.0		€ 419.0	€ 419.0
Maximum borrowing											80.0
Payments made \| €	€ 6.0	€ 25.0		€ 31.0
Additional interest over base, as a percent			5.00%
Average interest rate during the period			5.00%
Revolver
Debt Instrument [Line Items]
Maximum borrowing											$ 110.0
Credit facility fee incurred			$ 0.4		$ 0.4

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Long-term Purchase Commitment [Line Items]
Net uncertain tax positions, noncurrent	$ 39,400
Uncertain tax benefit , noncurrent	3,300	$ 3,500
Contractual Obligation, Fiscal Year Maturity [Abstract]
2022	188,838
2023	178,736
2024	168,140
2025	166,345
2026	1,490,933
Thereafter	356,684
Total commitments	2,549,676
Receipts for subleased facilities each year through 2025	4,800
Receipts for subleased facilities in 2026	1,200
Minimum guaranteed receipts from content suppliers for each of the years through 2025	2,000
Estimated fair value of the Contingent Consideration	14,000
Principal payments \| Senior Notes
Contractual Obligation, Fiscal Year Maturity [Abstract]
Thereafter	300,000
Total commitments	300,000
Principal payments \| Term Loans
Contractual Obligation, Fiscal Year Maturity [Abstract]
2022	10,400
2023	10,400
2024	10,400
2025	10,400
2026	1,429,998
Total commitments	1,471,598
Interest payments \| Senior Notes
Contractual Obligation, Fiscal Year Maturity [Abstract]
2022	29,250
2023	29,250
2024	29,250
2025	29,250
2026	29,250
Thereafter	14,625
Total commitments	160,875
Interest payments \| Term Loans
Contractual Obligation, Fiscal Year Maturity [Abstract]
2022	74,013
2023	80,710
2024	84,250
2025	84,092
2026	11,506
Total commitments	334,571
Revolver commitment fee \| Revolver
Contractual Obligation, Fiscal Year Maturity [Abstract]
2022	404
2023	404
2024	69
Total commitments	877
Interest rate swaps
Contractual Obligation, Fiscal Year Maturity [Abstract]
2022	8,376
2023	5,081
2024	598
Total commitments	14,055
Operating lease payments on facilities leases
Contractual Obligation, Fiscal Year Maturity [Abstract]
2022	14,376
2023	11,713
2024	12,060
2025	12,016
2026	6,686
Thereafter	26,059
Total commitments	82,910
Minimum royalty guarantee payments to content suppliers
Contractual Obligation, Fiscal Year Maturity [Abstract]
2022	44,684
2023	38,344
2024	31,513
2025	30,587
2026	13,493
Thereafter	16,000
Total commitments	174,621
Technology purchase commitments
Contractual Obligation, Fiscal Year Maturity [Abstract]
2022	3,944
2023	2,001
Total commitments	5,945
Other commitments
Contractual Obligation, Fiscal Year Maturity [Abstract]
2022	3,391
2023	833
Total commitments	$ 4,224

REVENUE (Details) $ in Thousands	6 Months Ended		12 Months Ended
REVENUE (Details) $ in Thousands	Jun. 30, 2022 USD ($) employee product	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) person product	Dec. 31, 2020 USD ($)
Revenue from External Customer [Line Items]
Number Of Primary Products \| product	3		3
Number of employees \| employee	90
Number of staff photographers and videographers	115		120
Total Revenue	$ 464,305	$ 442,614	$ 918,688	$ 815,401
Revenues recognized from deferred revenue balance	101,300		120,200
Creative Stills
Revenue from External Customer [Line Items]
Total Revenue	$ 295,067	292,765	596,917	532,732
Editorial Stills
Revenue from External Customer [Line Items]
Number of employees \| employee	300
Total Revenue	$ 161,698	142,509	306,631	266,699
Other
Revenue from External Customer [Line Items]
Total Revenue	$ 7,540	$ 7,340	$ 15,140	$ 15,970

- Definition

+ References

+ Details

REDEEMABLE PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Temporary Equity, Shares Authorized	900,000		900,000
Temporary Equity, Par Value	$ 0.01		$ 0.01
Temporary equity, shares outstanding	715,593		677,484	606,910
Dividends declared and issued, value	$ 38.5	$ 34.4	$ 71.4	$ 64.1
Dividends declared and issued, shares	38,109	34,031	70,574	63,384
From February 19, 2019 through February 19, 2024
Temporary Equity [Line Items]
Cash Dividend Spread			7.50%
Accrued Dividend			8.00%
From February 19, 2024 through February 19, 2025
Temporary Equity [Line Items]
Spread Increase (effective on the first day of the applicable period)			1.00%
Cash Dividend Spread			8.50%
Accrued Dividend			9.00%
From February 19, 2025 through February 19, 2026
Temporary Equity [Line Items]
Spread Increase (effective on the first day of the applicable period)			1.00%
Cash Dividend Spread			9.50%
Accrued Dividend			10.00%
From February 19, 2026 through February 19, 2027
Temporary Equity [Line Items]
Spread Increase (effective on the first day of the applicable period)			1.00%
Cash Dividend Spread			10.50%
Accrued Dividend			11.00%
From February 19, 2027 through February 19, 2028
Temporary Equity [Line Items]
Spread Increase (effective on the first day of the applicable period)			1.00%
Cash Dividend Spread			11.50%
Accrued Dividend			12.00%
From February 19, 2028 through February 19, 2029
Temporary Equity [Line Items]
Spread Increase (effective on the first day of the applicable period)			1.00%
Cash Dividend Spread			12.50%
Accrued Dividend			13.00%
From February 19, 2030
Temporary Equity [Line Items]
Cash Dividend Spread			12.50%
Accrued Dividend			13.00%

REDEEMABLE PREFERRED STOCK - Additional information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Temporary Equity [Line Items]
Minimum stated value for redemption	$ 50.0
Prior to February 19, 2022
Temporary Equity [Line Items]
Redemption percentage	105.00%
From February 19, 2022 through February 19, 2023
Temporary Equity [Line Items]
Redemption percentage	105.00%
From February 19, 2023 through February 18, 2024
Temporary Equity [Line Items]
Redemption percentage	102.50%
On or after February 19, 2024
Temporary Equity [Line Items]
Redemption percentage	100.00%

STOCKHOLDERS' DEFICIT (Details)	Jun. 30, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares
Shareholders' Equity (Deficit)
Common stock, shares authorized	185,000,000.0	185,000,000.0	185,000,000.0
Common stock, par value \| $ / shares	$ 0.01	$ 0.01	$ 0.01
Common stock, shares issued	153,600,000	153,549,011	153,539,011
Common stock, shares outstanding	153,300,000	153,313,505	153,303,505
Number of vote entitled to		1
Shares underlying outstanding equity awards		29,906,466	26,960,954
Shares available for future equity awards		1,916,140	3,871,654
Total		31,822,606	30,832,608

EQUITY-BASED COMPENSATION - Awards Activity (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of awards
Outstanding at beginning of year (in shares)	29,906	26,961
Granted (in shares)	0	4,000
Exercises (in shares)		(10)
Pre-vesting forfeitures		(698)
Post-vesting cancellations		(347)
Outstanding at end of year (in shares)		29,906	26,961
Exercisable at end of year (in shares)		21,465
Weighted Average Exercise Price
Outstanding at beginning of year (in dollar per share)	$ 4.71	$ 4.73
Granted (in dollar per share)		4.25
Exercises (in dollar per share)		3.50
Pre-vesting forfeitures (in dollar per share)		3.45
Post-vesting cancellations (in dollar per share)		3.65
Outstanding at end of year (in dollar per share)		4.71	$ 4.73
Exercisable at end of year (in dollar per share)		$ 5.06
Weighted average remaining contractual life (years)
Outstanding at year end		5 years 10 months 13 days	6 years 4 months 13 days
Exercisable at year end		4 years 10 months 28 days

EQUITY-BASED COMPENSATION - Fair Value Assumptions (Details) - Stock options - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
EQUITY-BASED COMPENSATION
Weighted average grant date fair value per award	$ 1.52	$ 1.56
Expected award price volatility	35.00%	50.00%
Risk-free rate of return	1.15%	1.08%
Expected life of awards	6 years 1 month	6 years 1 month
Expected rate of dividends	0.00%	0.00%

EQUITY-BASED COMPENSATION -Paragraphs (Details) - USD ($) shares in Millions, $ in Millions	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
EQUITY-BASED COMPENSATION
Expiration period			5 years
Unrecognized compensation expense	$ 6.0
Equity-Based Compensation Plan
EQUITY-BASED COMPENSATION
Expiration period			10 years
Vesting period			5 years
Performance period			5 years
Authorized awards (in shares)			32.0
Unrecognized compensation expense			$ 10.6
Weighted average period of recognition			2 years 3 months 18 days
Fair value of time based awards that vested			$ 6.7	$ 10.1
Equity-Based Compensation Plan \| Selling, General and Administrative Expenses [Member]
EQUITY-BASED COMPENSATION
Expense recognized	$ 3.1	$ 3.2	$ 6.4	$ 8.0

DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS
Expense for matching contributions	$ 8.3	$ 5.4
United States
DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS
Number of plan	1
Employee age for auto-enrolled	18 years
Matching contribution (as percent)	100.00%
Maximum matching contribution, as a percent to participant's compensation	4.00%
UNITED KINGDOM
DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS
Employee minimum contribution to receive matching contribution (as percent to compensation)	3.00%
Service period to become to be eligible to participate in the plan	3 months
CANADA
DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS
Employee minimum contribution to receive matching contribution (as percent to compensation)	5.00%

RESTRUCTURING COSTS (Details) - USD ($)	12 Months Ended
RESTRUCTURING COSTS (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 475,000.0	$ 9,100,000
Accrued losses change
Balance-Beginning of year	6,697,000	10,815,000
Reduction of accrual due to net cash payments	(3,847,000)	(14,030,000)
Restructuring costs	(475,000)	9,135,000
Accretion expense	225,000	259,000
Effects of fluctuations in foreign currency exchange rates	(126,000)	518,000
Balance-End of year	2,474,000	6,697,000
Leased Property Losses
Accrued losses change
Balance-Beginning of year	2,866,000	2,958,000
Reduction of accrual due to net cash payments	(901,000)	(715,000)
Restructuring costs	131,000	319,000
Accretion expense	225,000	259,000
Effects of fluctuations in foreign currency exchange rates	(46,000)	45,000
Balance-End of year	2,275,000	2,866,000
Employee Termination Costs
Accrued losses change
Balance-Beginning of year	3,831,000	7,857,000
Reduction of accrual due to net cash payments	(2,946,000)	(13,315,000)
Restructuring costs	(606,000)	8,816,000
Effects of fluctuations in foreign currency exchange rates	(80,000)	473,000
Balance-End of year	$ 199,000	$ 3,831,000

INCOME TAXES - Components of net income (loss) before income taxes (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
INCOME TAXES
United States			$ 104,984	$ (27,823)
Foreign			31,142	(36)
INCOME BEFORE INCOME TAXES	$ 92,151	$ 52,942	$ 136,126	$ (27,859)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 32
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 20
-Section 25
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 22
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-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.7-04(8))
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

INCOME TAXES - Income tax provision (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Current:
United States			$ 22,321	$ 8,854
Foreign			(7,756)	12,095
Total current income tax expense (benefit)			14,565	20,949
Deferred:
United States			4,698	(13,227)
Foreign			(534)	1,794
Total deferred income tax expense (benefit)			4,164	(11,433)
Total provision for income tax expense	$ 28,349	$ 10,673	$ 18,729	$ 9,516

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

INCOME TAXES - Reconciliation between income tax benefit and the expected tax benefit (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
INCOME TAXES
Federal income tax expense (benefit) at the statutory rate			$ 28,586	$ (5,849)
Effect of:
State taxes, net of federal benefit			3,632	643
Tax impact of foreign earnings and losses			(10,171)	3,644
Stock-based compensation			236	169
Valuation allowance			1,532	13,763
Tax credits			(5,030)	(3,213)
Other, net			(56)	359
Total provision for income tax expense	$ 28,349	$ 10,673	$ 18,729	$ 9,516

INCOME TAXES - Uncertain Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of the beginning and ending amounts of unrecognized tax benefits
Uncertain tax benefits, beginning of year	$ 47,637	$ 45,003
Gross increase to tax positions related to prior years	121	1,239
Gross decrease to tax positions related to prior years	(413)	(42)
Gross increase to tax positions related to the current year	2,204	2,082
Lapse of statute of limitations	(16,124)	(645)
Uncertain tax benefits, end of year	33,425	47,637
Unrecognized tax benefits, if fully recognized, would affect our effective tax rate	27,900
Amount of reserves for uncertain tax positions may be released in the next 12 months	6,000
Accrued interest and penalties	13,300	18,600
Interest and penalties	5,300	2,500
valuation allowance	$ 205,877	$ 210,551

INCOME TAXES - Net deferred tax liability (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Income tax attributes	$ 204,531	$ 195,670
Accrued liabilities and reserves	9,951	7,076
Prepaid expenses	6,483	10,208
Stock-based compensation expense	9,308	8,356
Other	1,150	11,112
Gross deferred tax assets	231,423	232,422
Less valuation allowance	(205,877)	(210,551)
Total deferred tax assets	25,546	21,871
Deferred tax liabilities
Amortization and depreciation	(39,167)	(31,794)
Other	(2,081)
Net deferred tax liabilities, net of valuation allowance	$ (15,702)	$ (9,923)

INCOME TAXES - Operating loss carryforwards (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Operating loss carryforwards
Net Operating Loss, Indefinite	$ 434,833
Net Operating Loss, Total	680,233
Net Operating Loss, Deferred Tax Assets, Indefinite	57,333
Net Operating Loss, Total Deferred Tax Assets, Total	94,459
United States
Operating loss carryforwards
Net Operating Loss, Expiring	130,021
Net Operating Loss, Deferred Tax Assets, Expiring	9,083
Foreign Tax Authority
Operating loss carryforwards
Net Operating Loss, Expiring	115,379
Net Operating Loss, Deferred Tax Assets, Expiring	$ 28,043

INCOME TAXES - Tax credits (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Federal tax credits
Tax Credits, Total	$ 41,830
Deferred Tax Assets, Valuation Allowance	205,877	$ 210,551
United States
Federal tax credits
Deferred Tax Assets, Valuation Allowance	106,400	$ 101,800
Foreign Tax Authority
Federal tax credits
Tax Credits, Expiring	$ 41,830

ACQUISITION - Description (Details) - USD ($)			12 Months Ended
ACQUISITION - Description (Details) - USD ($)	May 01, 2021	Apr. 01, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Cash consideration			$ 95,418,000
Two-Year Earnout is met
Business Acquisition [Line Items]
Base payment of contingent consideration			10,000,000.0
Multiplier for calculating incremental contingent consideration in tier one revenue amount			1,000,000.0
Multiplier for calculating incremental contingent consideration in tier two revenue amount			1,000,000.0
Revenue increment that exceeds tier one threshold revenues in calculating contingent consideration payments			10,000,000.0
Revenue increment that exceeds tier two threshold revenues in calculating contingent consideration payments			2,500
Tier one threshold revenues			1,000,000.0
Tier two threshold revenues			20,000,000.0
Three-Year Earnout is met
Business Acquisition [Line Items]
Base payment of contingent consideration			10,000,000.0
Multiplier for calculating incremental contingent consideration in tier one revenue amount			1,000,000.0
Multiplier for calculating incremental contingent consideration in tier two revenue amount			1,000,000.0
Revenue increment that exceeds tier one threshold revenues in calculating contingent consideration payments			30,000,000.0
Revenue increment that exceeds tier two threshold revenues in calculating contingent consideration payments			2,500
Tier one threshold revenues			1,000,000.0
Tier two threshold revenues			$ 60,000,000.0
Unsplash
Business Acquisition [Line Items]
Cash consideration		$ 95,400,000
Unsplash \| Two-Year Earnout is met
Business Acquisition [Line Items]
Earnout period	2 years
Tailing period in calculating contingent consideration payments	12 months
Threshold revenues in calculating contingent consideration payments	$ 10,000,000.0
Unsplash \| Three-Year Earnout is met
Business Acquisition [Line Items]
Earnout period	3 years
Tailing period in calculating contingent consideration payments	12 months
Threshold revenues in calculating contingent consideration payments	$ 30,000,000.0

ACQUISITION - Components of fair value of consideration transferred (Details) - USD ($) $ in Thousands		12 Months Ended
	Apr. 01, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Acquisition-date fair value of the contingent consideration		$ 13,200
Transaction costs		400
Business Combination, Consideration Transferred [Abstract]
Cash		95,418
Contingent Consideration		13,200
Total fair value of consideration transferred		$ 108,618
Unsplash
Business Acquisition [Line Items]
Business description of acquiree, minimum number of image downloads		102,000
Business description of acquiree, minimum number of image views per month		20,000,000
Business Combination, Consideration Transferred [Abstract]
Cash	$ 95,400

ACQUISITION - Purchase price allocation (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2022 USD ($)	Apr. 01, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Business Acquisition [Line Items]
Number of operating segment		1		1
Assets acquired and liabilities assumed:
Cash and cash equivalents						$ 6,213
Accounts receivable						1,061
Other current assets						736
Prepaid expenses						118
Property and equipment						1,729
Other long term assets						306
Identifiable intangible assets						23,900
Goodwill	$ 1,503,245	$ 1,503,245	$ 1,503,245	$ 1,503,245	$ 1,502,651	75,782	$ 1,430,837	$ 1,429,521
Total assets acquired						109,845
Accounts payable and accrued expenses						(128)
Deferred income tax liability						(1,099)
Total liabilities assumed						(1,227)
Net assets acquired						$ 108,618
Weighted average amortization period of intangible assets acquired	6 years
Unsplash
Assets acquired and liabilities assumed:
Revenue from acquiree included in the Company's consolidated statements of operations			5,800
Operating loss from acquiree included in the Company's consolidated statements of operations			$ 1,200

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share Reconciliation [Abstract]
Net income	$ 63,802	$ 42,269	$ 117,397	$ (37,375)
Net income (loss) attributable to noncontrolling interest	375	141	329	(182)
Redeemable Preferred Stock dividend	38,552	34,426	71,393	64,120
NET INCOME ATTRIBUTABLE TO GRIFFEY GLOBAL HOLDINGS, INC	$ 24,875	$ 7,702	$ 45,675	$ (101,313)
Weighted-average common shares outstanding:
Basic	153,321,585	153,303,505	153,305,176	153,303,498
Effect of dilutive securities	19,131,263	792,841	4,239,642
Diluted	172,452,848	154,096,346	157,544,818	153,303,498
Net income (loss) per share attributable to Griffey Global Holdings, Inc. common stockholders:
Basic net income (loss) per ordinary share	$ 0.16	$ 0.05	$ 0.30	$ (0.66)
Diluted net income (loss) per ordinary share	$ 0.14	$ 0.05	$ 0.29	$ (0.66)
Anti-dilutive securities not included in calculation of earnings per share	0			26,960,954

SEGMENT AND GEOGRAPHIC INFORMATION - Description (Details) - 12 months ended Dec. 31, 2021	segment	Total
SEGMENT AND GEOGRAPHIC INFORMATION
Number of operating and reportable segment	1	1

SEGMENT AND GEOGRAPHIC INFORMATION - Geographic revenue and tangible assets (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]
REVENUE	$ 464,305	$ 442,614	$ 918,688	$ 815,401
Total long-lived tangible assets			170,896	172,164
Americas
Revenues from External Customers and Long-Lived Assets [Line Items]
REVENUE			496,607	457,327
Total long-lived tangible assets			$ 85,213	$ 81,139
United States \| Revenue \| Geographic Concentration
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk			48.90%	51.30%
United States \| Long-lived tangible assets \| Geographic Concentration
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk			47.10%	46.70%
Europe, the Middle East, and Africa
Revenues from External Customers and Long-Lived Assets [Line Items]
REVENUE			$ 317,435	$ 270,701
Total long-lived tangible assets			$ 85,307	$ 90,626
Europe, the Middle East, and Africa \| Long-lived tangible assets \| Geographic Concentration
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk			43.60%	46.70%
United Kingdom \| Revenue \| Geographic Concentration
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk			11.50%	10.40%
Asia-Pacific
Revenues from External Customers and Long-Lived Assets [Line Items]
REVENUE			$ 104,646	$ 87,373
Total long-lived tangible assets			$ 376	$ 399