UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

GETTY IMAGES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-41453	87-3764229
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)


605 5th Ave S. Suite 400
Seattle, WA	98104
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (206) 925-5000

Not Applicable

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	GETY	New York Stock Exchange
Warrants	GETY WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 9, 2022, 319,007,226 shares of Class A common stock, par value $0.0001 per share, 2,570,000 shares of Class B-1 common stock, par value $0.0001 per share, and 2,570,000 shares of Class B-2 common stock, par value $0.0001 per share, were issued and outstanding.

Table of Contents

EXPLANATORY NOTE

On July 22, 2022, subsequent to the fiscal quarter to which this Quarterly Report on Form 10-Q (this “Quarterly Report”) relates, Getty Images Holdings, Inc. (formerly known as Vector Holding, LLC) (“Getty Images”) consummated the previously announced business combination (the “Getty Business Combination”) with CC Neuberger Principal Holdings II (“CCNB”). Prior to the Getty Business Combination, Vector Holding, LLC was a subsidiary of CCNB, and following the consummation of the Getty Business Combination, CCNB became a subsidiary of Getty Images.

Unless stated otherwise, this Quarterly Report contains information about CCNB before the Getty Business Combination. References to the “Company,” “our,” “us” or “we” in this Quarterly Report refer to CCNB before the consummation of the Getty Business Combination and to Getty Images after the Getty Business Combination, unless stated otherwise or the context otherwise requires.

For more information regarding the Getty Business Combination, see Getty Images’ Current Report on Form 8-K filed on July 28, 2022.

Except as otherwise expressly provided herein, the information in this Quarterly Report does not reflect the consummation of the Getty Business Combination, which occurred subsequent to the period covered by this Quarterly Report.

Table of Contents

GETTY IMAGES HOLDINGS, INC.

(f/k/a VECTOR HOLDING, LLC, A FORMER SUBSIDIARY OF
CC NEUBERGER PRINCIPAL HOLDINGS II)

Quarterly Report on Form 10-Q

Table of Contents


		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1

	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021	2

	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2022 and 2021	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	28

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	29

SIGNATURES		30

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

GETTY IMAGES HOLDINGS, INC.

(f/k/a VECTOR HOLDING, LLC, A FORMER SUBSIDIARY OF
CC NEUBERGER PRINCIPAL HOLDINGS II)

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30,		December 31,
	2022		2021
	(unaudited)
Assets
Current assets:
Cash	$	3,213	$	290,297
Prepaid expenses		76,792		243,042
Total current assets		80,005		533,339
Investments and cash held in Trust Account		829,905,195		828,616,552
Total Assets	$	829,985,200	$	829,149,891

Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	17,063	$	19,442
Accrued expenses		408,988		34,240
Accrued expenses - related party		469,100		345,650
Total current liabilities		895,151		399,332
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
Derivative liabilities		34,408,000		85,875,800
Total Liabilities		71,207,140		119,121,938

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		829,805,195		828,000,000

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized at June 30, 2022 and December 31, 2021, respectively		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 25,700,000 shares issued and outstanding at June 30, 2022 and December 31, 2021		2,570		2,570
Additional paid-in capital		—		—
Accumulated deficit		(71,029,705)		(117,974,617)
Total Shareholders’ Deficit		(71,027,135)		(117,972,047)
Total Liabilities and Shareholders’ Deficit	$	829,985,200	$	829,149,891

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

GETTY IMAGES HOLDINGS, INC.

(f/k/a VECTOR HOLDING, LLC, A FORMER SUBSIDIARY OF
CC NEUBERGER PRINCIPAL HOLDINGS II)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	For the three months				For the six months
	ended June 30,				ended June 30,
	2022		2021		2022		2021
General and administrative expenses	$	1,517,721	$	801,184	$	3,791,336	$	1,094,544
Loss from operations		(1,517,721)		(801,184)		(3,791,336)		(1,094,544)
Other income (expense):
Change in fair value of derivative liabilities		32,166,000		(6,993,600)		51,252,800		20,541,600
Unrealized gain (loss) on investments held in Trust Account		1,081,960		(5,307)

SEC Form 10-Q filed by Getty Images Holdings Inc.