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United States securities and exchange commission logo
August 30, 2022
Craig Peters
Chief Executive Officer
Getty Images Holdings, Inc.
605 5th Ave S., Suite 400
Seattle, Washington 98104
Re: Getty Images
Holdings, Inc.
Registration
Statement on Form S-1
Filed August 9,
2022
File No. 333-266686
Dear Mr. Peters:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed August 9, 2022
Cover Page
1. For each of the
securities being registered for resale, disclose the price that the selling
security holders paid
for such securities, or the equity consideration value of such
securities, as
applicable. We note, for example, that you do not disclose the value of the
Earn-Out Shares or the
Class A common stock issuable to certain Getty Images
Equityholders upon the
exercise or vesting of certain equity awards.
Prospectus Summary, page 1
2. Please expand your
discussion here to reflect the fact that this offering involves the
potential sale of a
substantial portion of shares for resale and discuss how such sales could
impact the market price
of the company s common stock. Your discussion should
Craig Peters
Getty Images Holdings, Inc.
August 30, 2022
Page 2
highlight the fact that a few of your security holders are beneficial
owners of a significant
percentage of your outstanding shares (identify such security holders
and include
quantification and percentages) and will be able to sell all of their
shares for so long as the
registration statement of which this prospectus forms a part is
available for use.
Risk Factors
Risks Related to Our Class A Common Stock, page 27
3. We note your first Risk Factor under the heading Risks Related to Our
Class A Common
Stock. Please revise this risk factor to disclose the purchase price
of the securities being
registered for resale and the percentage that these shares currently
represent of the total
number of shares outstanding. Please also revise your disclosure where
it says that even if
the current trading price is "close to the price" of the units issued
in CCNB's initial public
offering to state that even if the current trading price is at or
significantly below the SPAC
IPO price, the private investors have an incentive to sell because
they will still profit on
sales because of the lower price that they purchased their shares than
the public investors.
General
4. Revise your prospectus to highlight any differences in the current
trading price, the prices
that the Sponsor, PIPE investors, NBOKS, and other selling security
holders acquired
their shares and warrants, and the price that the public security
holders acquired their
shares and warrants. Please also disclose the potential profit the
selling security holders
will earn based on the current trading price. Lastly, please include
appropriate risk factor
disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Scott Anderegg at 202-551-3342 or Erin Jaskot at
202-551-3442 with
any questions.
FirstName LastNameCraig Peters Sincerely,
Comapany NameGetty Images Holdings, Inc.
Division of
Corporation Finance
August 30, 2022 Page 2 Office of
Trade & Services
FirstName LastName