SecProbe.io

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 November 14, 2025

Jennifer Leyden
Senior Vice President and Chief Financial Officer
Getty Images Holdings, Inc.
605 5th Ave. South
Suite 400
Seattle, WA 98104

 Re: Getty Images Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-41453
Dear Jennifer Leyden:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Skadden,
Arps, Slate, Meagher & Flom llp

 One
Manhattan West

 NEW YORK, NY 10001
 FIRM/AFFILIATE
OFFICES

BOSTON

 TEL: (212) 735-3000
 CHICAGO

 FAX: (212) 735-2000
 HOUSTON

 www.skadden.com
 LOS ANGELES

 PALO ALTO

 WASHINGTON, D.C.

 WILMINGTON

ABU DHABI

 BEIJING

 BRUSSELS

 October 9, 2025
 FRANKFURT

 HONG KONG

 LONDON

 MUNICH

 PARIS

 SÃO PAULO

 SEOUL

 SINGAPORE

 TOKYO

 TORONTO

 SUBMISSION VIA EDGAR

 Division of Corporation Finance
Office of Trade & Services
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Attn:
 Robert Shapiro

 Lyn Shenk

 Re: Getty Images Holdings, Inc.

 Form 10-K for Fiscal Year Ended December 31,
2024

 Form 10-Q for Fiscal Quarter Ended June 30,
2025

 File No. 001-41453

 Ladies and Gentlemen:

 On behalf of Getty Images Holdings, Inc. (the " Company ")
and in response to the comments of the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the
" Commission ") on the Company's Form 10-K for Fiscal Year Ended December 31, 2024 (the " Form 10-K ")
and the Company's Form 10-Q for Fiscal Quarter Ended June 30, 2025 (the " Form 10-Q ") set
forth in the Staff's comment letter dated September 26, 2025 (the " Comment Letter "), set forth below
are the Company's responses to the Comment Letter.

 The headings and paragraph numbers in this letter
correspond to those contained in the Comment Letter and, to facilitate the Staff's review, we have reproduced the text of the Staff's
comments in italics below. Capitalized terms used but not defined herein have the meanings given to them in the Form 10-K and Form 10-Q,
as applicable. All references to page numbers and captions (unless otherwise stated) in our responses correspond to the page numbers and
captions in the Form 10-K and Form 10-Q, as applicable.

 Division of Corporation Finance

 Office of Trade & Services

 Securities and Exchange Commission

 October 9, 2025

 Page 2

 Form 10-K for the Fiscal Year Ended December 31,
2024

 Note 13. Commitments and Contingencies
Contingencies, page F-26

 1. With regard to the Initial and Follow-On Warrant Litigation, you disclose on page F-29 you have made certain litigation reserves
in the Consolidated Statements of Operations. You also disclose you do not currently believe that a material loss arising from the final
disposition of existing matters is probable. Please reconcile these disclosures for us.

 Response : The Company acknowledges
the Staff's comment and in future filings will clarify for which matters the Company has established litigation reserves. The following
represents an illustrative example of the disclosure the Company intends to include in its future filings:

 The Company has made litigation reserves
in respect of the Initial Warrant Litigation and the Berner/Lapp Actions. Although the Company cannot be certain of the outcome of any
litigation or the disposition of any claims, or the amount of damages and exposure, if any, that the Company could incur, the Company
does not currently believe that a material loss arising from the final disposition of existing matters, other than those in respect of
which the Company has made litigation reserves as described above, is probable. Due to the inherent uncertainties of litigation and regulatory
proceedings, we cannot determine with certainty the ultimate outcome of any such litigation or proceedings. If the final resolution of
any such litigation or proceedings is unfavorable, our financial condition, results of operations and cash flows could be materially affected.
Further, in the ordinary course of business, the Company is also subject to periodic threats of lawsuits, investigations and claims. Regardless
of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management
resources and other factors.

 Form 10-Q for Fiscal Quarter Ended June 30, 2025

 Condensed Consolidated Statements of Cash Flows, page 5

 2. Please disclose the amounts for interest and income taxes paid for the six months ended June 30, 2025 and 2024. Refer to ASC
230-10-50-2 and 2A.

 Response : The Company respectfully
acknowledges the Staff's comment and believes that the requirement pursuant to ASC 230-10-50-2 and ASC 230-10-50-2A to disclose
the amount of cash paid for interest and income taxes paid is only applicable to annual financial statements. However, in future quarterly
reports filed with the Commission, the Company intends to augment its disclosure to include the cash paid for interest and income taxes,
consistent with the disclosure within the Form 10-K. Such disclosure, had it been included in the Form 10-Q, would have been
the following:

 Six Months Ended June 30,

 2025
 2024

 Interest paid
 $ 55,646
 $ 65,285

 Income taxes paid, including foreign taxes withheld
 $ 23,400
 $ 17,800

 Division of Corporation Finance

 Office of Trade & Services

 Securities and Exchange Commission

 October 9, 2025

 Page 3

 Management's Discussion and Analysis of Financial Condition
and Results of Operations

 Results of Operations

 Foreign exchange loss (gain) - net, page 30

 3. Please enhance your disclosure to explain how the use of Euro-denominated term debt and your exposure to foreign exchange fluctuations
due to the generation of a significant portion of your revenues from foreign countries has impacted your results of operations and financial
condition for the three and six months ended June 30, 2025. Refer to Items 303(a) and (c) of Regulation S-K.

 Response : The Company acknowledges
the Staff's comment and, in future filings, will enhance its disclosures surrounding the impact of foreign exchange fluctuations,
in particular with regard to the Company's exposure resulting from foreign country revenues and its use of Euro-denominated debt.
The following represents an illustrative example of the disclosure the Company intends to include in future filings, using the three and
six-month periods ended June 30, 2025 and 2024 provided in the Form 10-Q:

 Results of Operations

 Comparison of the Three Months Ended June 30,
2025 and 2024

 For the three months ended June 30,
2025, total revenue on a reported basis was $234.9 million as compared to $229.1 million for the three months ended June 30, 2024.
On a reported basis, revenue increased by 2.5% (1.8% CN) for the three months ended June 30, 2025. Foreign exchange movements positively
impacted reported revenue growth for the three months ended June 30, 2025 by 70 basis points, largely driven by the weakening dollar
relative to the EUR and GBP.

 Foreign exchange (loss) gain –
net

 We recognized foreign exchange loss, net
of $54.8 million for the three months ended June 30, 2025, compared to net gains of $2.4 million for the three months ended June 30,
2024. These changes are primarily driven by fluctuations in the EUR related to our Old EUR Term Loans and New EUR Term Loans, which resulted
in a foreign currency loss of $38.6 million for the three months ended June 30, 2025 and a foreign currency gain of $3.4 million
for the three months ended June 30, 2024.

 Division of Corporation Finance

 Office of Trade & Services

 Securities and Exchange Commission

 October 9, 2025

 Page 4

 We expect continued volatility in foreign
exchange gains and losses each quarter based on fluctuations in exchange rates impacting our foreign currency exposures.

 Comparison of the Six Months Ended June 30,
2025 and 2024

 For the six months ended June 30, 2025,
total revenue on a reported basis was $459.0 million as compared to $451.4 million for the six months ended June 30, 2024. On a reported
basis, revenue increased by 1.7% (2.1% CN) for the six months ended June 30, 2025. Foreign exchange movements negatively impacted
reported revenue growth for the six months ended June 30, 2025 by 40 basis points, largely driven by the stronger dollar relative
to the EUR in the first quarter of 2025.

 Foreign exchange (loss) gain –
net

 We recognized foreign exchange losses, net
of $79.8 million for the six months ended June 30, 2025, compared to net gains of $18.9 million for the six months ended June 30,
2024. These changes are primarily driven by fluctuations in the EUR related to our Old EUR Term Loans and New EUR Term Loans, which resulted
in a foreign currency loss of $56.8 million for the six months ended June 30, 2025 and a foreign currency gain of $15.1 million for
the six months ended June 30, 2024.

 We expect continued volatility in foreign
exchange gains and losses each quarter based on fluctuations in exchange rates impacting our foreign currency exposures.

 Liquidity and Capital Resources,

 Operating Activities, page 35

 4. Please provide a more informative analysis and discussion of changes in cash flows, including changes in working capital components,
for each period presented. In doing so, explain the underlying reasons and implications of material changes between periods to provide
investors with an understanding of trends and variability in cash flows from operating activities. Ensure your discussion and analysis
is not merely a recitation of changes evident from the financial statements. Refer to Item 303(a) of Regulation S-K and sections IV.B
and IV.B.1 of SEC Release No. 33-8350.

 Response : The Company respectfully
acknowledges the Staff's comment and, in future filings, will provide additional analysis and discussion of changes in cash flows,
including changes in working capital. The following represents an illustrative example of the presentation and discussion that the Company
intends to include in future filings, using the six-month periods ended June 30, 2025 and 2024 provided in the Form 10-Q:

 For the six months ended June 30, 2025,
cash provided by operating activities was $21.9 million, as compared to cash provided by operating activities of $68.0 million for the
six months ended June 30, 2024. The decrease in cash provided by operating activities was primarily driven by merger related costs,
of which $26.3 million were paid in the six-month period ending June 30, 2025. These costs were comprised mainly of professional
services fees, including legal, advisory, accounting and tax fees. In addition, our cash provided by operating activities was impacted
by changes in working capital, including reduced cash flows from the change in timing of collections of accounts receivable and the payments
of accrued expenses, increased cash flows from the timing of payments for accounts payable and interest, changes in deferred revenue and
an increase in cash paid for taxes of $5.6 million for the six months ended June 30, 2025 as compared to the six months ended June 30,
2024.

 ***

 Division of Corporation Finance

 Office of Trade & Services

 Securities and Exchange Commission

 October 9, 2025

 Page 5

 We hope that the foregoing has been responsive
to the Staff's comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions
or comments regarding the foregoing to me at (212) 735-2512 or jon.hlafter@skadden.com or Todd Freed at (212) 735-3714 or todd.freed@skadden.com.

 Very truly yours,

 /s/ Jon A. Hlafter

 Jon A. Hlafter

 cc: Jennifer Leyden, Senior Vice President and Chief Financial Officer, Getty Images Holdings, Inc.

 Kjelti Kellough, Senior Vice President, General Counsel and
Corporate Secretary, Getty Images Holdings, Inc.

 Todd E. Freed, Skadden, Arps, Slate, Meagher & Flom LLP

 Ryan J. Dzierniejko, Skadden, Arps, Slate, Meagher &
Flom LLP

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 September 26, 2025

Jennifer Leyden
Senior Vice President and Chief Financial Officer
Getty Images Holdings, Inc.
605 5th Ave. South
Suite 400
Seattle, WA 98104

 Re: Getty Images Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 10-Q for Fiscal Quarter Ended June 30, 2025
 File No. 001-41453
Dear Jennifer Leyden:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Note 13. Commitments and Contingencies
Contigencies, page F-26

1. With regard to the Initial and Follow-On Warrant Litigation, you
disclose on page F-
 29 you have made certain litigation reserves in the Consolidated
Statements of
 Operations. You also disclose you do not currently believe that a
material loss arising
 from the final disposition of existing matters is probable. Please
reconcile these
 disclosures for us.
 September 26, 2025
Page 2
Form 10-Q for Fiscal Quarter Ended June 30, 2025
Condensed Consolidated Statements of Cash Flows , page 5

2. Please disclose the amounts for interest and income taxes paid for the
six months
 ended June 30, 2025 and 2024. Refer to ASC 230-10-50-2 and 2A.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Foreign exchange loss (gain) - net, page 30

3. Please enhance your disclosure to explain how the use of
Euro-denominated term debt
 and your exposure to foreign exchange fluctuations due to the generation
of a
 significant portion of your revenues from foreign countries has impacted
your results
 of operations and financial condition for the three and six months ended
June 30,
 2025. Refer to Items 303(a) and (c) of Regulation S-K.
Liquidity and Capital Resources,
Operating Activities, page 35

4. Please provide a more informative analysis and discussion of changes in
cash flows,
 including changes in working capital components, for each period
presented. In doing
 so, explain the underlying reasons and implications of material changes
between
 periods to provide investors with an understanding of trends and
variability in cash
 flows from operating activities. Ensure your discussion and analysis is
not merely a
 recitation of changes evident from the financial statements. Refer to
Item 303(a) of
 Regulation S-K and sections IV.B and IV.B.1 of SEC Release No. 33-8350.

 In closing, 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.

 Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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CORRESP
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 GETTY IMAGES HOLDINGS, INC.

 605 5th Ave S. Suite 400

 Seattle, WA 98104

 April 28, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Eddie Kim

 Division of Corporation Finance

 RE: Getty Images Holdings, Inc. (the "Company")

 Registration Statement on Form S-4

 File No. 333-286241

 Request for Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461(a) under
the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company's Registration
Statement on Form S-4 (File No. 333-286241) filed with the U.S. Securities and Exchange Commission (the "Commission") on March 31, 2025, as amended
on April 28, 2025, be accelerated by the Commission to 4:00 p.m., Eastern Time, on April
30, 2025, or as soon as practicable thereafter.

 We request that we be notified
of such effectiveness by a telephone call to Todd Freed of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-3714 and that such
effectiveness also be confirmed in writing.

 Very truly yours,

 Getty Images Holdings, Inc.

 By:
 /s/ Craig Peters

 Name:
 Craig Peters

 Title:
 Chief Executive Officer and Director

 cc:
 Todd E. Freed

 Skadden, Arps, Slate, Meagher & Flom LLP

 cc:
 Jon A. Hlafter

 Skadden, Arps, Slate, Meagher & Flom LLP

April 14, 2025
Craig Peters
Chief Executive Officer
Getty Images Holdings, Inc.
605 5th Ave S. Suite 400
Seattle, WA 98104
Re:Getty Images Holdings, Inc.
Registration Statement on Form S-4
Filed March 31, 2025
File No. 333-286241
Dear Craig Peters:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Eddie Kim at 202-551-8713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Todd Freed

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Getty Images Holdings, Inc.

605 5th Ave S., Suite 400

Seattle, Washington 98104

April 24, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Re: Getty Images Holdings, Inc.

Registration Statement on Form S-3

Filed April 2, 2024

File No. 333-278454

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Getty Images Holdings, Inc. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-referenced Registration Statement on Form S-3 to become effective on April 26, 2024, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.

The Company hereby authorizes Heather Emmel of Weil, Gotshal & Manges LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Company requests that it be notified of such effectiveness by a telephone call to Heather Emmel of Weil, Gotshal & Manges LLP at (212) 310 8849.

Very truly yours,

GETTY IMAGES HOLDINGS, INC.

By:

 /s/ Kjelti Kellough

Name: Kjelti Kellough

Title: Senior Vice President, General Counsel and Secretary

cc: Heather Emmel, Weil, Gotshal & Manges LLP

Sakshi Sharma, Weil, Gotshal & Manges LLP

Tina Tang, Weil, Gotshal & Manges LLP

United States securities and exchange commission logo
April 4, 2024
Kjelti Kellough
General Counsel
Getty Images Holdings, Inc.
605 5th Ave S., Suite 400
Seattle, Washington 98104
Re:Getty Images Holdings, Inc.
Registration Statement on Form S-3
Filed April 2, 2024
File No. 333-278454
Dear Kjelti Kellough:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jenna Hough at 202-551-3063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
January 3, 2024
Jennifer Leyden
Chief Financial Officer
Getty Images Holdings, Inc.
605 5th Ave. S. Suite 400
Seattle, WA 98104
Re:Getty Images Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-41453
Dear Jennifer Leyden:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Getty Images Holdings, Inc.

605 5th Ave S., Suite 400

Seattle, Washington 98104

December 21, 2023

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance, Office of Trade & Services

100 F Street, N.E.

Washington, DC 20549

ATTN: Robert Shapiro

Doug Jones

    Re:
    Getty Images Holdings, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2022

    Form 10-Q for Fiscal Quarter Ended June 30, 2023

    File No. 001-41453

Dear Mr. Shapiro and Mr. Jones:

We submit this letter in response to the comments
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission to Getty Images Holdings, Inc. (the “Company”
or “Getty”) received by email dated December 13, 2023, relating to the Company’s Form 10-K for the fiscal year
ended December 31, 2022 (the “Form 10-K”) and the Company’s Form 10-Q for the fiscal quarter ended June 30, 2023
(the “Form 10-Q).

In this letter, we have recited the comments from
the Staff in bold type and have followed the comment with the Company’s response. Page references herein correspond to the page
of the Form 10-K and Form 10-Q, as applicable. References to “we”, “our”, or “us” mean the Company.

Form 10-K for Fiscal Year Ended December 31, 2022

Liquidity and Capital Resources

Cash Flows, page 56

 1. Please provide an analysis of why the reported amount of operating cash flows materially changed from period to period for annual
and interim periods. Refer to Item 303 of Regulation S-K. Your current discussion appears to be a recitation of the items presented in
your statement of cash flows of how the amount of operating cash flows was derived for each period. Your discussion also refers to noncash
items that do not impact cash. Note references to results and working capital items may not provide a sufficient basis to understand how
the amount of operating cash actually was affected between periods. Your analysis should discuss all material factors that actually affected
the reported amount of operating cash and reasons for material changes between periods underlying these factors. Refer to the introductory
paragraph of section IV.B and B.1 of Release No. 33-8350 for further guidance.

Securities and Exchange Commission

December 21, 2023

Page 2

The Company respectfully acknowledges the Staff’s
comment and, in future filings, will provide additional analysis regarding the material factors that actually affected the reported amount
of operating cash and the reasons for material changes between periods underlying these factors. The following represents an illustrative
example of the presentation and discussion that the Company plans to include in future filings, using the fiscal years ended December
31, 2022 and 2021 provided in the Form 10-K:

Cash provided by operating activities was
$163.1 million for the year ended December 31, 2022, as compared to cash provided by operating activities of $188.9 million for the year
ended December 31, 2021. The primary driver of our decrease in cash provided by operating activities of $25.8 million was changes in working
capital, which increased cash flows from operating activities by $2.4 million in 2022 as compared to increased cash flows from operating
activities of $31.3 million in 2021. Within working capital, the primary components of the difference between periods are reduced cash
flows from changes in the timing of payments of accrued expenses and changes in deferred revenue, partially offset by increased cash flows
from the change in timing of collections related to accounts receivable and timing of the payments for accounts payable. The largest of
these categories is accrued expenses, with the primary driver of the change between periods being accrued bonus. The Company’s annual
bonus for 2021 (paid in 2022) was significantly larger than the 2020 bonus (paid in 2021).

Notes to Consolidated Financial Statements

Note 14. Revenue, page F-28

 2. Please tell us your consideration of disclosing disaggregated revenue by product offering as disclosed on page 5. We note that
your content type, key customers, and go-to-market approach differ between the Getty Images, iStock, and Unsplash product offerings. Refer
to ASC 606-10-50-5 and 50-6 and ASC 606-10-55-89 through 55-91.

The Company acknowledges the Staff’s comment, and
respectfully submits that it has considered the guidance in ASC 606-10-50-5 and 50-6 and ASC 606-10-55-89 through 55-91 with respect to
disaggregated revenue disclosures in its public filings. Under the guidance, we note that disaggregated revenue disclosures are required
if the nature, amount, timing, and uncertainty of revenue and cash flows are impacted by different economic factors. Further, we note
that ASC 606-10-55-89 provides that the extent to which the disaggregated revenue information is provided, depends on facts and circumstances
pertaining to the underlying contracts with customers.

Securities and Exchange Commission

December 21, 2023

Page 3

As disclosed in the Form 10-K under Executive Summary of
“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 1 to the
Consolidated Financial Statements, our revenue is principally derived from licensing content (images, video footage and music) to our
customers. While we go to market through our Getty Images, iStock, and Unsplash brands, we categorize
our content and services into three product categories — Creative, Editorial and Other. We believe these are the most appropriate
categories for disaggregation of revenue. When selecting the type of category to use to disaggregate revenue, we considered how information
about the Company’s revenue has been presented for other purposes, including disclosures presented outside the financial statements
(for example, in earnings releases, annual reports, or investor presentations). The Company acknowledges that it has provided certain
general information regarding content type, key customers, and go-to-market approach across our brands. However, we view this information
as helpful for illustrative purposes to provide investors with an understanding that our visual content offerings are designed to address
the full spectrum of customers’ needs, and to illustrate that the Company is not concentrated by content type, key customers, or
go-to-market approach. These references are not meant to imply that there are different economic factors that would impact the nature,
amount, timing and uncertainty of revenue and cash flows.

Further, the Company’s payment and credit terms do
not vary by brand, and the contracts with customers generally contain the same terms and conditions with respect to payment and delivery.
In addition, based on the nature of our contracts with customers, the timing of revenue recognition is not differentiated across brands.
Demand risks for the Company’s content have similar characteristics in that they are impacted by macro-economic factors such as
general business and consumer spending and other broad measures of economic activity, not readily distinguishable in a meaningful way
across brands.

The Company has thus concluded that it has appropriately
disclosed disaggregated revenue, as required under the guidance in ASC 606-10-50-5 and 50-6, because the nature, amount, timing and uncertainty
of revenue and cash flows do not vary meaningfully by brand. We regularly evaluate the most appropriate manner to disaggregate our revenues
based on changes in our business and will revise our disclosures in the future as appropriate.

Form 10-Q for Fiscal Quarter Ended June 30, 2023

Management’s Discussion and Analysis of Financial Condition
and Results of Operations Results of Operations

Comparison of the Three Months Ended June 30, 2023 and 2022,
page 23

 3. In your third quarter earnings call on November 14, 2023, your CFO stated “Creative results reflect pressures in the agency
segment, which was double digits year-on-year as well as impact from the Hollywood strike” and that your updated guidance “assumes
continued macroeconomic pressures, adverse impacts from the Hollywood strike and pressures on our agency business through Q4.” Please
enhance your discussion in your periodic filings for any unusual or infrequent events and/or significant economic changes that have impacted
or are reasonably likely to materially impact your revenue and income from operations in future periods. Refer to Item 303(a) and (b)(2)(i)
and (ii) of Regulation S-K, the latter as guided by the last sentence of 303(c).

Securities and Exchange Commission

December 21, 2023

Page 4

The Company acknowledges the Staff’s comment
and respectfully advises the Staff that in future filings it will enhance its discussion of any unusual or infrequent events and/or significant
economic changes that have impacted or are reasonably likely to materially impact our revenue and income from operations.

Securities and Exchange Commission

December 21, 2023

Page 5

Should any questions or further comments arise
regarding our responses to the Staff’s comments, please contact the undersigned at (646) 613-4614 or P.J. Himelfarb from Weil, Gotshal
& Manges LLP at (202) 682-7208.

Sincerely,

    /s/ Jennifer Leyden

    Name:
    Jennifer Leyden

    Title:
    Chief Financial Officer of

Getty Images Holdings, Inc.

    cc:
    P.J. Himelfarb, Weil, Gotshal & Manges LLP (via e-mail)

United States securities and exchange commission logo
December 13, 2023
Jennifer Leyden
Chief Financial Officer
Getty Images Holdings, Inc.
605 5th Ave. S. Suite 400
Seattle, WA 98104
Re:Getty Images Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Form 10-Q for Fiscal Quarter Ended June 30, 2023
File No. 001-41453
Dear Jennifer Leyden:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Liquidity and Capital Resources
Cash Flows, page 56
1.Please provide an analysis of why the reported amount of operating cash flows materially
changed from period to period for annual and interim periods.  Refer to Item 303 of
Regulation S-K. Your current discussion appears to be a recitation of the items presented
in your statement of cash flows of how the amount of operating cash flows was derived
for each period.  Your discussion also refers to noncash items that do not impact
cash. Note references to results and working capital items may not provide a sufficient
basis to understand how the amount of operating cash actually was affected between
periods.  Your analysis should discuss all material factors that actually affected the
reported amount of operating cash and reasons for material changes between periods
underlying these factors. Refer to the introductory paragraph of section IV.B and B.1 of
Release No. 33-8350 for further guidance.

 FirstName LastNameJennifer Leyden
 Comapany NameGetty Images Holdings, Inc.
 December 13, 2023 Page 2
 FirstName LastName
Jennifer Leyden
Getty Images Holdings, Inc.
December 13, 2023
Page 2
Notes to Consolidated Financial Statements
Note 14. Revenue, page F-28
2.Please tell us your consideration of disclosing disaggregated revenue by product offering
as disclosed on page 5.  We note that your content type, key customers, and go-to-market
approach differ between the Getty Images, iStock, and Unsplash product offerings. Refer
to ASC 606-10-50-5 and 50-6 and ASC 606-10-55-89 through 55-91.
Form 10-Q for Fiscal Quarter Ended June 30, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the Three Months Ended June 30, 2023 and 2022, page 23
3.In your third quarter earnings call on November 14, 2023, your CFO stated "Creative
results reflect pressures in the agency segment, which was double digits year-on-year as
well as impact from the Hollywood strike" and that your updated guidance "assumes
continued macroeconomic pressures, adverse impacts from the Hollywood strike and
pressures on our agency business through Q4." Please enhance your discussion in your
periodic filings for any unusual or infrequent events and/or significant economic changes
that have impacted or are reasonably likely to materially impact your revenue and income
from operations in future periods. Refer to Item 303(a) and (b)(2)(i) and (ii) of Regulation
S-K, the latter as guided by the last sentence of 303(c).
            In closing, 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.
            Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Getty Images Holdings, Inc.

605 5th Ave S., Suite 400

Seattle, Washington 98104

September 15, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Scott Anderegg; Erin Jaskot

    Re:

    Getty Images Holdings, Inc.

    Registration Statement on Form S-1

    File No. 333-266686

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Getty Images Holdings, Inc. (the “Company”) hereby requests that the
U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to declare the
above-referenced Registration Statement on Form S-1 to become effective on September 15, 2022, at 5:00 p.m., Eastern Time,
or as soon as practicable thereafter.

The Company hereby authorizes Heather Emmel
of Weil, Gotshal & Manges LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Company requests that it be notified of
such effectiveness by a telephone call to Heather Emmel of Weil, Gotshal & Manges LLP at (212) 310 8849.

    Very truly yours,

    GETTY IMAGES HOLDINGS, INC.

    By:
    /s/ Kjelti Kellough

    Name:
    Kjelti Kellough

    Title:
    Senior Vice President, General Counsel and Secretary

    cc:

    Heather Emmel, Weil, Gotshal & Manges LLP

    Shelby Stanton, Weil, Gotshal & Manges LLP

    Tina Tang, Weil, Gotshal & Manges LLP

    Federica Marini, Weil, Gotshal & Manges LLP

CORRESP
1
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767
Fifth Avenue
 New York, NY 10153-0119
 +1 212 310 8000 tel
 +1 212 310 8007 fax

September 1,
2022

VIA EDGAR TRANSMISSION

Scott Anderegg

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street NE

Washington, D.C. 20549

 Re: Getty
                                            Images Holdings, Inc.

    Registration Statement on Form S-1

    Filed August 9, 2022

    File No. 333-266686

Dear Mr. Anderegg:

On behalf of our client,
Getty Images Holdings, Inc., (the “Company”), we are responding to the comment letter (“Comment Letter”)
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated
August 30, 2022, relating to the Registration Statement on Form S-1 (the “Registration Statement”) filed
with the Commission on August 9, 2022. In connection with these responses, the Company is filing, electronically via EDGAR to the
Commission, an amendment to the Registration Statement (the “Amended Registration Statement”) on the date of this
response letter. In addition to addressing the comments raised by the Staff in the Comment Letter, the Company has revised the Registration
Statement to update certain other disclosures.

For ease of reference,
each of the Staff’s comments is reproduced below in bold and is followed by the response to such comment. In addition, unless
otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement.
Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amended Registration
Statement.

    Securities and
                           Exchange Commission

    September 1, 2022

    Page 2

Cover Page

1.            Comment:
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.

Response:
In response to the Staff’s comments, the Company has revised its disclosure in the Cover Page on page 1, About This Prospectus
on page ii, Risk Factors on pages 29 and 30, and Plan of Distribution on page 145.

Prospectus Summary, page 1

2.            Comment:
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 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.

Response: In response
to the Staff’s comments, the Company has revised its disclosure in the Cover Page, Risk Factors on page 29 and Plan of Distribution
on page 145.

Risk Factors

Risks Related to Our Class A Common
Stock, page 27

3.            Comment:
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.

Response: In response
to the Staff’s comments, the Company has revised its disclosure on the Cover Page and Risk Factors on pages 29 and 30.

    Securities and
                           Exchange Commission

    September 1, 2022

    Page 3

General

4.            Comment:
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.

Response: In response
to the Staff’s comments, the Company has revised its disclosure on the Cover Page and the Risk Factors on pages 29 and
30.

Should
any questions arise in connection with the filing or this response letter, please contact the undersigned at 212-310-8849 or by e-mail
at heather.emmel@weil.com.

    Sincerely yours,

    /s/ Heather Emmel

    Heather Emmel, Esq.

 cc: Kjelti Kellough,
Senior Vice President, General Counsel and Secretary

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

 FirstName LastNameCraig Peters
 Comapany NameGetty Images Holdings, Inc.
 August 30, 2022 Page 2
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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    Peter Seligson

    To
    Call Writer Directly:

    +1 212 446 4756

    peter.seligson@kirkland.com

    601 Lexington Avenue

    New York, NY 10022

    United States

    +1 212 446 4800

    www.kirkland.com

    Facsimile:

+1 212 446 4900

    VIA EDGAR

    June 29, 2022

    Securities and Exchange Commission

 Division of Corporation Finance

Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Stacey K. Peikin

                  Lilyanna Peyser

                  Tony Watson
                  Adam Phippen

 Re: Vector Holding, LLC

Amendment No. 4 to Registration Statement
on Form S-4

Filed June 27, 2022

File No. 333-262203

Ladies and Gentlemen:

On behalf of our client, Vector Holding, LLC (the
 “Registrant”), we set forth below the Registrant’s response to the letter, dated June 28, 2022, containing the
comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the above referenced Amendment No. 4 to Registration Statement on Form S-4 filed
by the Registrant on June 27, 2022 (the “Registration Statement”).

In order to facilitate your review, we have restated
the Staff’s comment in this letter, and we have set forth the Registrant’s response immediately below the Staff’s
comment.

In addition, the Registrant has revised the Registration
Statement in response to the Staff’s comment and is filing an amendment to the Registration Statement (the “Amendment”)
concurrently with this letter, which reflects the revisions and clarifies certain other information. The page numbers in the text of the
Registrant’s response correspond to the page numbers in the Amendment. Unless otherwise indicated, capitalized terms used herein
have the meanings assigned to them in the Amendment.

    Austin   Bay Area   Beijing   Boston
    Brussels    Chicago    Dallas    Hong Kong   Houston    London    Los Angeles    Munich
    Paris    Salt Lake City   Shanghai   Washington, D.C.

Securities and Exchange Commission

June 29, 2022

Page 2

Amendment No. 4 to Registration Statement on Form S-4 filed June
27, 2022

Certain Engagements in Connection with the Business Combination
and Related Transactions, page 157

 1. Staff’s comment: We note your disclosure in response to comment 1. Expand the discussion
to disclose that Loop Capital Markets LLC was an underwriter in CCNB's initial public offering and disclose the amount of fees paid or
payable to Loop Capital Markets LLC in connection with its advisory services in providing strategic and financial advice to CCNB in connection
with effecting the Business Combination.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 157 and 158 of the
Amendment.

We hope that the foregoing has been responsive
to the Staff’s comments. If you have any questions related to this letter, please contact the undersigned (by telephone at (212)
446-4756 or by email at peter.seligson@kirkland.com).

  Sincerely,

  /s/ Peter
Seligson

  Peter
Seligson

VIA EDGAR

    cc:
    Chinh E. Chu

                                                                      Vector Holding, LLC

                                                                      Craig Peters

                                                                      Getty Images, Inc.

                                                                      James R. Griffin

                                                                      Kyle C. Krpata
 Weil,
                                            Gotshal & Manges LLP

CORRESP
1
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Vector Holding, LLC

251 Little Falls Drive

Wilmington, New Castle
County, Delaware 19808

June 29, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Stacey K. Peikin
 Lilyanna Peyser
 Tony Watson
 Adam Phippen

    Re:
    Vector Holding, LLC

Registration Statement on Form S-4

    File No. 333-262203

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Vector Holding, LLC (the “Company”) hereby requests acceleration
of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on June 30, 2022, or as soon thereafter
as practicable, or at such other time as the Company, or their outside counsel, Kirkland & Ellis LLP, requests by telephone that
such Registration Statement be declared effective.

Please contact Peter Seligson
of Kirkland & Ellis LLP, special counsel to the Company at (212) 446-4756, as soon as the Registration Statement has been
declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    VECTOR HOLDING, LLC

    /s/ Chinh E. Chu

    Name: Chinh E. Chu

    Title: Chief Executive Officer

United States securities and exchange commission logo
June 28, 2022
Chinh Chu
Chief Executive Officer
Vector Holding, LLC
251 Little Falls Drive
Wilmington, New Castle County, Delaware 19808
Re:Vector Holding, LLC
Amendment No. 4 to Registration Statement on Form S-4
Filed June 27, 2022
File No. 333-262203
Dear Mr. Chu:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our June 24, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed June 27, 2022
Certain Engagements in Connection with the Business Combination and Related Transactions,
page 157
1.We note your disclosure in response to comment 1. Expand the discussion to disclose that
Loop Capital Markets LLC was an underwriter in CCNB's initial public offering and
disclose the amount of fees paid or payable to Loop Capital Markets LLC in connection
with its advisory services in providing strategic and financial advice to CCNB in
connection with effecting the Business Combination.

 FirstName LastNameChinh Chu
 Comapany NameVector Holding, LLC
 June 28, 2022 Page 2
 FirstName LastName
Chinh Chu
Vector Holding, LLC
June 28, 2022
Page 2
            You may contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacey K. Peikin at 202-551-6223 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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    Peter Seligson

    To Call Writer Directly:

    +1 212 446 4756

    peter.seligson@kirkland.com

    601 Lexington Avenue

    New York, NY 10022

    United States

    +1 212 446 4800

    www.kirkland.com

    Facsimile:

    +1 212 446 4900

    June 27, 2022

    VIA EDGAR

    Securities and Exchange Commission
 Division of Corporation Finance
 Office of Trade & Services
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: Stacey K. Peikin

                                                 Lilyanna Peyser

                                                 Tony Watson

                                                 Adam Phippen

 Re: Vector
                                            Holding, LLC

Amendment No. 3 to Registration Statement on Form S-4

Filed June 13, 2022

File No. 333-262203

Ladies and Gentlemen:

On behalf of our client, Vector Holding, LLC (the
 “Registrant”), we set forth below the Registrant’s response to the letter, dated June 24, 2022, containing
the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the above referenced Amendment No. 3 to Registration Statement on Form S-4
filed by the Registrant on June 13, 2022 (the “Registration Statement”).

In order to facilitate your review, we have restated
the Staff’s comments in this letter, and we have set forth the Registrant’s responses immediately below the Staff’s
comments.

In addition, the Registrant has revised the Registration
Statement in response to the Staff’s comments and is filing an amendment to the Registration Statement (the “Amendment”)
concurrently with this letter, which reflects the revisions and clarifies certain other information. The page numbers in the text
of the Registrant’s responses correspond to the page numbers in the Amendment. Unless otherwise indicated, capitalized terms
used herein have the meanings assigned to them in the Amendment.

    Austin     Bay
    Area     Beijing     Boston     Brussels     Chicago     Dallas     Hong Kong     Houston     London     Los
    Angeles     Munich     Paris     Salt Lake City     Shanghai     Washington,
    D.C.

    Securities and Exchange Commission

    June 27, 2022

    Page 2

Amendment No. 3 to Form S-4 filed June 13, 2022

Certain Engagements in Connection with the Business Combination
and Related Transactions, page 158

 1. Staff’s
                                            comment: We note your disclosure in the last paragraph on page 158 that "Each
                                            of Redburn (USA) LLC, Loop Capital Markets LLC and The Benchmark Company, LLC was engaged
                                            by CCNB to act as a capital markets advisor." For each of these advisors, please expand
                                            the disclosure to include a description of the role of the financial advisor in the de-SPAC
                                            transaction.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 157 of the Amendment.

General

 2. Staffs
                                            comment: We note the revised legal opinion, Exhibit 5.1, in response to comment
                                            2. Please revise to disclose the purpose and scope of your reliance on the Maples and Calder
                                            opinion, and give us your analysis of whether you need to file the Maples and Calder opinion
                                            as an exhibit to the registration statement, refer to Maples & Calder in your disclosure
                                            and/or file a consent of Maples and Calder as an exhibit. Refer to Staff Legal Bulletin No. 19
                                            for further guidance.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised Exhibit 5.1 of the Amendment.
The Registrant has also filed the Maples and Calder Opinion as Exhibit 5.2 of the Amendment, has filed the Maples and Calder Consent
as Exhibit 23.4 of the Amendment and has revised the disclosure on page 343 of the Amendment.

    Securities and Exchange Commission

    June 27, 2022

    Page 3

We hope that the foregoing has been responsive
to the Staff’s comments. If you have any questions related to this letter, please contact the undersigned (by telephone at (212)
446-4756 or by email at peter.seligson@kirkland.com).

  Sincerely,

  /s/ Peter
                                        Seligson

  Peter Seligson

VIA EDGAR

    cc:
    Chinh E. Chu
 Vector Holding, LLC

    Craig Peters
 Getty Images, Inc.

    James R. Griffin
 Kyle C. Krpata
 Weil, Gotshal & Manges LLP

United States securities and exchange commission logo
June 24, 2022
Chinh Chu
Chief Executive Officer
Vector Holding, LLC
251 Little Falls Drive
Wilmington, New Castle County, Delaware 19808
Re:Vector Holding, LLC
Amendment No. 3 to Registration Statement on Form S-4
Filed June 13, 2022
File No. 333-262203
Dear Mr. Chu:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our May 18, 2022 letter.
Amendment No. 3 to Form S-4 filed June 13, 2022
Certain Engagements in Connection with the Business Combination and Related Transactions,
page 158
1.We note your disclosure in the last paragraph on page 158 that "Each of Redburn (USA)
LLC, Loop Capital Markets LLC and The Benchmark Company, LLC was engaged by
CCNB to act as a capital markets advisor."  For each of these advisors, please expand the
disclosure to include a description of the role of the financial advisor in the de-SPAC
transaction.

 FirstName LastNameChinh Chu
 Comapany NameVector Holding, LLC
 June 24, 2022 Page 2
 FirstName LastName
Chinh Chu
Vector Holding, LLC
June 24, 2022
Page 2
General
2.We note the revised legal opinion, Exhibit 5.1, in response to comment 2.  Please revise to
disclose the purpose and scope of your reliance on the Maples and Calder opinion, and
give us your analysis of whether you need to file the Maples and Calder opinion as an
exhibit to the registration statement, refer to Maples & Calder in your disclosure and/or
file a consent of Maples and Calder as an exhibit. Refer to Staff Legal Bulletin No. 19 for
further guidance.
            You may contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacey Peikin at 202-551-6223 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    Peter Seligson

    To
    Call Writer Directly:

    +1 212 446 4756

    peter.seligson@kirkland.com

    601 Lexington Avenue

    New York, NY 10022

    United States

    +1 212 446 4800

    www.kirkland.com

Facsimile:

+1 212 446 4900

    VIA EDGAR

    June 13, 2022

    Securities and Exchange Commission

                           Division of Corporation Finance

                           Office of Trade & Services

                           100 F Street, N.E.

                           Washington, D.C. 20549

                           Attention: Stacey K. Peikin

                           Lilyanna Peyser

                           Tony Watson
 Adam Phippen

 Re: Vector Holding, LLC

Amendment No. 2 to Registration Statement
on Form S-4

Filed April 22, 2022

File No. 333-262203

Ladies and Gentlemen:

On behalf of our client, Vector Holding, LLC (the
 “Registrant”), we set forth below the Registrant’s response to the letter, dated May 18, 2022, containing the
comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the above referenced Amendment No. 2 to Registration Statement on Form S-4 filed
by the Registrant on April 22, 2022 (the “Registration Statement”).

In order to facilitate your review, we have restated
the Staff’s comments in this letter, and we have set forth the Registrant’s responses immediately below the Staff’s
comments.

In addition, the Registrant has revised the
Registration Statement in response to the Staff’s comments and is filing an amendment to the Registration Statement (the
 “Amendment”) concurrently with this letter, which reflects the revisions and clarifies certain other information.
The page numbers in the text of the Registrant’s responses correspond to the page numbers in the Amendment. Unless otherwise
indicated, capitalized terms used herein have the meanings assigned to them in the Amendment.

    Austin   Bay Area   Beijing   Boston   Brussels   Chicago   Dallas   Hong Kong   Houston   London   Los Angeles   Munich  Paris  Salt Lake City  Shanghai  Washington, D.C.

    Securities and Exchange Commission

    June 13, 2022

    Page
    2

Amendment No. 2 to Form S-4 filed April 22, 2022

Material U.S. Federal Income Tax Consequences of the Domestication
Merger, page 188

 1. Staff’s comment: We note your disclosure in response to comment 7. Given that
                                                                                                                                           "Kirkland & Ellis LLP is unable to opine on the application of Section 367(b)" due to the "inherently factual
                                                                                                                                           nature of the tests under the applicable Treasury Regulations to determine the applicability of Section 367(b) of the Code to any
                                                                                                                                           particular U.S. Holder, and the fact that these tests are generally applied based on the relevant facts at the time of the
                                                                                                                                           completion of the Domestication Merger," revise your disclosure to discuss the possible alternatives to investors of the
                                                                                                                                           effects of Section 367(b) and include a new risk factor describing the risks to investors of such alternatives. Revise your tax
                                                                                                                                           opinion to cover the statement quoted above, the discussion of possible alternatives of the effects of Section 367(b), and the new
                                                                                                                                           risk factor.  Refer to Section III.C.1 of Staff Legal Bulletin No. 19.

Response:
The Registrant acknowledges the Staff’s comment and respectively refers the Staff to the risk factor beginning on page 122 and
the disclosure beginning on page 191 regarding Section 367(b) of the Code. As discussed with the Staff over the phone on May 19, 2022,
the Registrant believes that such risk factor and disclosure addresses the Staff’s comment and that no revisions to the tax opinion
are required.

Exhibit 5.1

 2. Staffs comment: With a view toward disclosure, please explain the reference to Maples and
Calder in assumption (d).

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure in Exhibit 5.1 accordingly.

General

 3. Staffs comment: We note that Citigroup and Credit Suisse were underwriters for the initial
public offering of the SPAC and serve as co-placement agents with respect to the PIPE Financing in connection with the business transaction.
Given press reports that Citigroup and Credit Suisse are pausing their participation in the SPAC market, please tell us, with a view to
disclosure, whether you have received notice from any such firms about ceasing involvement in your transaction and how that may impact the business combination or the deferred underwriting
compensation owed to them for the SPAC’s initial public offering.

    Securities and Exchange Commission

    June 13, 2022

    Page
    3

Response:
The Registrant respectfully acknowledges the Staff's comment and advises that Staff that the Company has not received any such notice
from Citigroup or Credit Suisse.

We hope that the foregoing has been responsive
to the Staff’s comments. If you have any questions related to this letter, please contact the undersigned (by telephone at (212)
446-4756 or by email at peter.seligson@kirkland.com).

    Sincerely,

    /s/ Peter Seligson

    Peter Seligson

VIA EDGAR

    cc:
    Chinh E. Chu
 Vector
                                            Holding, LLC

                                                                      Craig Peters
 Getty
                                            Images, Inc.

                                                                      James R. Griffin

                                            Kyle C. Krpata
 Weil, Gotshal & Manges LLP

United States securities and exchange commission logo
May 18, 2022
Chinh Chu
Chief Executive Officer
Vector Holding, LLC
251 Little Falls Drive
Wilmington, New Castle County, Delaware 19808
Re:Vector Holding, LLC
Amendment No. 2 to Registration Statement on Form S-4
Filed April 22, 2022
File No. 333-262203
Dear Mr. Chu:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our April 14, 2022 letter.
Amendment No. 2 to Form S-4 Filed April 22, 2022
Material U.S. Federal Income Tax Consequences of the Domestication Merger, page 188
1.We note your disclosure in response to comment 7.  Given that "Kirkland & Ellis LLP is
unable to opine on the application of Section 367(b)" due to the "inherently factual nature
of the tests under the applicable Treasury Regulations to determine the applicability of
Section 367(b) of the Code to any particular U.S. Holder, and the fact that these tests are
generally applied based on the relevant facts at the time of the completion of the
Domestication Merger," revise your disclosure to discuss the possible alternatives to
investors of the effects of Section 367(b) and include a new risk factor describing the risks
to investors of such alternatives.  Revise your tax opinion to cover the statement quoted
above, the discussion of possible alternatives of the effects of Section 367(b), and the new

 FirstName LastNameChinh Chu
 Comapany NameVector Holding, LLC
 May 18, 2022 Page 2
 FirstName LastName
Chinh Chu
Vector Holding, LLC
May 18, 2022
Page 2
risk factor. Refer to Section III.C.1 of Staff Legal Bulletin No. 19.
Exhibit 5.1
2.With a view toward disclosure, please explain the reference to Maples and Calder in
assumption (d).
General
3.We note that Citigroup and Credit Suisse were underwriters for the initial public offering
of the SPAC and serve as co-placement agents with respect to the PIPE Financing in
connection with the business transaction.  Given press reports that Citigroup and Credit
Suisse are pausing their participation in the SPAC market, please tell us, with a view to
disclosure, whether you have received notice from any such firms about ceasing
involvement in your transaction and how that may impact the business combination or the
deferred underwriting compensation owed to them for the SPAC’s initial public offering.
            You may contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacey Peikin at 202-551-6223 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    Peter Seligson

    To Call Writer Directly:

    +1 212 446 4756

    peter.seligson@kirkland.com

    601 Lexington Avenue

    New York, NY 10022

    United States

    +1 212 446 4800

    www.kirkland.com

    Facsimile:

    +1 212 446 4900

VIA EDGAR
April 22, 2022

    Securities and Exchange Commission
 Division of Corporation
                           Finance
 Office of Trade & Services
 100 F Street, N.E.
 Washington, D.C. 20549

                           Attention: Stacey K. Peikin

                           Lilyanna Peyser

                           Tony Watson

                           Adam Phippen

 Re: Vector
                                            Holding, LLC

Amendment No. 1 to Registration Statement on Form S-4

Filed March 15, 2022

File No. 333-262203

Ladies and Gentlemen:

On behalf of our client, Vector Holding, LLC (the
 “Registrant”), we set forth below the Registrant’s response to the letter, dated April 14, 2022, containing
the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the above referenced Amendment No. 1 to Registration Statement on Form S-4
filed by the Registrant on March 15, 2022 (the “Registration Statement”).

In order to facilitate your review, we have restated
the Staff’s comments in this letter, and we have set forth the Registrant’s responses immediately below the Staff’s
comments.

In addition, the Registrant has revised the Registration
Statement in response to the Staff’s comments and is confidentially submitting an amendment to the Registration Statement (the
 “Amendment”) concurrently with this letter, which reflects the revisions and clarifies certain other information.
The page numbers in the text of the Registrant’s responses correspond to the page numbers in the Amendment. Unless otherwise
indicated, capitalized terms used herein have the meanings assigned to them in the Amendment.

Austin    Bay Area
    Beijing   Boston   Brussels   Chicago   Dallas   Hong Kong
   Houston   London   Los Angeles   Munich   Paris   Salt Lake City
   Shanghai   Washington, D.C.

    Securities and Exchange Commission

    April 22,
    2022

    Page 2

Amendment No. 1 to Form S-4 filed March 15, 2022

Questions and Answers About the Proposals for Shareholders

Sponsor Group Ownership of New CCNB Following the Business Combination,
page 54

 1. Staff’s
                                            comment: We note your disclosure in response to comment 10. Please expand your disclosure
                                            to clarify whether and how the earn-out shares are considered in this table.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 31, 53-54, 94, and 152
of the Amendment.

Risks Related to the COVID-19 Pandemic and Global Economic Conditions,
page 70

 2. Staffs
                                            comment: We note your revised disclosure in response to comment 13. Please further
                                            revise your disclosure to include information with regard to the fiscal year 2021.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 70 of the
Amendment.

Risk Factors

Risk Related to the Business Combination and CCNB, page 91

 3. Staffs
                                            comment: We note your disclosure in response to comment 16. We note that Section 9.3
                                            of the Existing Warrant Agreement provides that "The validity, interpretation and performance
                                            of this Agreement and of the Warrants shall be governed by and construed in accordance with
                                            the laws of the State of New York, including, without limitation, Sections 5-1401 and 5-1402
                                            of the New York General Obligations Law and New York Civil Practice Laws and Rule 327(b).
                                            The Company hereby agrees that any action, proceeding or claim against it arising out of,
                                            or otherwise based on, this Agreement shall be brought and enforced in the courts of the
                                            State of New York or the United States District Court for the Southern District of New York,
                                            and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
                                            Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
                                            an inconvenient forum." Please revise your Risk Factors to address this provision in
                                            the Existing Warrant Agreement, and address the applicability of the provision to claims
                                            arising under the Exchange Act and Securities Act. In addition, if you do not intend to revise
                                            the agreement to state that the provision does not apply to claims under the Exchange Act,
                                            please provide reasonable assurance that you will make future investors aware of the provision’s
                                            limited applicability, for example that the disclosure will be included in all future Exchange
                                            Act reports.

    Securities and Exchange Commission

    April 22,
    2022

    Page 3

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 98-99 of
the Amendment. The Registrant respectfully advises the Staff that disclosure has been added to the CCNB Notice of Extraordinary General
Meeting, in order to make future investors aware of the provision’s limited applicability, and that such disclosure will be included
in applicable future Exchange Act reports.

The New CCNB Post-Closing Certificate of Incorporation, page 114

 4. Staff
                                            comment: You state that the post-closing charter will provide for the Court of Chancery
                                            to be the exclusive forum for matters "or, if the Court of Chancery does not have jurisdiction,
                                            another state court in Delaware or the federal district court of the District of Delaware"
                                            will be the exclusive forum. The charter does not appear to provide for the quoted language;
                                            please advise or revise. In addition, please revise the charter to state, as you do in the
                                            filing, that this provision does not apply to claims under the Exchange Act or provide reasonable
                                            assurance that you will make future investors aware of the provision’s limited applicability,
                                            for example that the disclosure will be included in all future Exchange Act reports.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised Annex D of the Amendment.

Background of the Business Combination, page 154

 5. Staff
                                            comment: We note your disclosure in response to comment 22. Please expand to disclose,
                                            as you do in your response, that Credit Suisse will not receive a placement fee related to
                                            the PIPE financing.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 155 of
the Amendment.

    Securities and Exchange Commission

    April 22,
    2022

    Page 4

 6. Staff
                                            comment: We note your disclosure in response to comment 19 and reissue the comment.
                                            Please revise your disclosure to discuss in detail any negotiations related to the Sponsor
                                            or CCNB public shareholders' equity position in the post-combination company.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 159, 160,
and 161 of the Amendment.

Material U.S. Federal Income Tax Consequences of the Domestication
Merger, page 186

 7. Staff
                                            comment: Please remove language stating that this section is a "summary."
                                            Refer to Section III of Staff Legal Bulletin No. 19 for guidance. In addition,
                                            based on your disclosure in the third paragraph on page 191, it appears that counsel
                                            has scoped out the discussion under the heading "Effects of Section 367(b) to
                                            U.S. Holders of CCNB Class A Ordinary Shares" from its opinion; please revise to
                                            provide an opinion of counsel on the information in the section "C. U.S. Holders Whose
                                            CCNB Class A Ordinary Shares Have a Fair Market Value of Less Than $50,000 And Who Own
                                            Less Than 10 Percent of the Voting Power of CCNB and Less than 10% of the Total Value of
                                            CCNB" on page 193 as you represent that the transactions described in these sections
                                            should not be taxable. With respect to the portion of the tax section that constitutes Weil
                                            Gotshal's opinion, it appears that counsel cannot give a firm opinion; counsel may issue
                                            a "should" opinion to make clear that the opinion is subject to a degree of uncertainty;
                                            however, please ensure that the disclosure includes the information specified in Section III.C.4.
                                            of Staff Legal Bulletin 19 and that the risk factors are revised accordingly. Please also
                                            revise Exhibit 8.1 to consent to the prospectus discussion of the opinion and being
                                            named in the registration statement, as well as to exclude the company from the assumptions
                                            contained in paragraph (a).

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure in the section “Material
U.S. Federal Income Tax Consequences of the Domestication Merger,” on pages 38,187-189 and 200, as well as in Exhibits 8.1
and 8.2 of the Amendment. In accordance with Section III of Staff Bulletin No. 19, Kirkland & Ellis LLP is unable
to opine on the effects of Section 367(b) due to the inherently factual nature of the analysis or the uncertainty in the application
of the law.

    Securities and Exchange Commission

    April 22,
    2022

    Page 5

Critical accounting policies

Goodwill, page 266

 8. Staff
                                            comment: We note your revisions to comment 29. Please provide information for investors
                                            to assess the probability of future goodwill impairment charges. For example, please disclose
                                            whether any of your reporting units are at risk of failing the quantitative impairment test
                                            or that the fair value of each of your reporting units are substantially in excess of carrying
                                            value and are not at risk of failing. If a reporting unit is at risk of failing, you should
                                            disclose:

 • the
                                            percentage by which fair value exceeded carrying value at the date of the most recent test;

 • the
                                            amount of goodwill allocated to the reporting unit;

 • a
                                            detailed description of the methods and key assumptions used and how the key assumptions
                                            were determined;

 • a
                                            discussion of the degree of uncertainty associated with the assumptions; and

 • a
                                            description of potential events and/or changes in circumstances that could reasonably be
                                            expected to negatively affect the key assumptions.

Please refer to Item 303(b)(3) of Regulation S-K.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 268 of
the Amendment.

Index to Financial Statements, page F-1

 9. Staff
                                            comment: We note your response to prior comment 30. Please revise to include a statement
                                            that Vector Holding, LLC has not commenced operations and has no (or nominal) assets or liabilities.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page F-1 of
the Amendment.

    Securities and Exchange Commission

    April 22,
    2022

    Page 6

General

 10. Staff
                                            comment: We note your disclosure in response to comment 31 and reissue the comment.
                                            Please provide a single quantified aggregate dollar amount of what the sponsor and its affiliates
                                            have at risk that depends on the completion of a business combination, and describe the nature
                                            of what the sponsor and its affiliates have at risk. Include in this amount the current value
                                            of securities held, loans extended, fees due, and out of pocket expenses for which the sponsor
                                            and its affiliates are awaiting reimbursement.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 33, 55,
95-96 and 153 of the Amendment.

 11. Staff
                                            comment: We note your disclosure in response to comment 35 and reissue the comment.
                                            Please provide disclosure pursuant to Item 403 of Regulation S-K regarding Getty Images,
                                            or tell us why you do not believe you are required to do so.

Response:
The Registrant respectfully acknowledges the Staff’s comment.  The Registrant respectfully advises the Staff
that the beneficial ownership table includes information regarding the ownership of the post-Business Combination shares of Registrant
for Getty Images’ current stockholders and for persons that will be directors and officers of the Registrant following the Business
Combination.  Accordingly, the Registrant believes the requirements of Item 403 of Regulation S-K are satisfied as ownership information
has been provided for the Registrant prior to the Business Combination and following the Business Combination.  Additionally, the
Registrant has revised the disclosure on pages 320-322 to include ownership information of all named directors and officers of the
Registrant following the Business Combination.

 12. Staff
                                            comment: We note

United States securities and exchange commission logo
April 14, 2022
Chinh Chu
Chief Executive Officer
VECTOR HOLDING, LLC
251 Little Falls Drive
Wilmington, New Castle County, Delaware 19808
Re:VECTOR HOLDING, LLC
Amendment No. 1 to Registration Statement on Form S-4
Filed March 15, 2022
File No. 333-262203
Dear Mr. Chu:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our February 17, 2022 letter.
Amendment No. 1 to Form S-4 filed March 15, 2022
Questions and Answers About the Proposals for Shareholders
Sponsor Group Ownership of New CCNB Following the Business Combination, page 54
1.We note your disclosure in response to comment 10.  Please expand your disclosure to
clarify whether and how the earn-out shares are considered in this table.
Risks Related to the COVID-19 Pandemic and Global Economic Conditions, page 70
2.We note your revised disclosure in response to comment 13.  Please further revise your
disclosure to include information with regard to the fiscal year 2021.
Risk Factors

 FirstName LastNameChinh Chu
 Comapany NameVECTOR HOLDING, LLC
 April 14, 2022 Page 2
 FirstName LastNameChinh Chu
VECTOR HOLDING, LLC
April 14, 2022
Page 2
Risks Related to the Business Combination and CCNB, page 91
3.We note your disclosure in response to comment 16. We note that Section 9.3 of the
Existing Warrant Agreement provides that "The validity, interpretation and performance
of this Agreement and of the Warrants shall be governed by and construed in accordance
with the laws of the State of New York, including, without limitation, Sections 5-1401 and
5-1402 of the New York General Obligations Law and New York Civil Practice Laws and
Rule 327(b). The Company hereby agrees that any action, proceeding or claim against it
arising out of, or otherwise based on, this Agreement shall be brought and enforced in the
courts of the State of New York or the United States District Court for the Southern
District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum."  Please revise your
Risk Factors to address this provision in the Existing Warrant Agreement, and address the
applicability of the provision to claims arising under the Exchange Act and Securities
Act.  In addition, if you do not intend to revise the agreement to state that the provision
does not apply to claims under the Exchange Act, please provide reasonable assurance
that you will make future investors aware of the provision’s limited applicability, for
example that the disclosure will be included in all future Exchange Act reports.
The New CCNB Post-Closing Certificate of Incorporation, page 114
4.You state that the post-closing charter will provide for the Court of Chancery to be the
exclusive forum for matters "or, if the Court of Chancery does not have jurisdiction,
another state court in Delaware or the federal district court of the District of Delaware"
will be the exclusive forum.  The charter does not appear to provide for the quoted
language; please advise or revise.  In addition, please revise the charter to state, as you do
in the filing, that this provision does not apply to claims under the Exchange Act or
provide reasonable assurance that you will make future investors aware of the provision’s
limited applicability, for example that the disclosure will be included in all future
Exchange Act reports.
Background of the Business Combination, page 154
5.We note your disclosure in response to comment 22.  Please expand to disclose, as you do
in your response, that Credit Suisse will not receive a placement fee related to the PIPE
financing.
6.We note your disclosure in response to comment 19 and reissue the comment.  Please
revise your disclosure to discuss in detail any negotiations related to the Sponsor or
CCNB public shareholders' equity position in the post-combination company.
Material U.S. Federal Income Tax Consequences of the Domestication Merger, page 186
7.Please remove language stating that this section is a "summary."  Refer to Section III of

 FirstName LastNameChinh Chu
 Comapany NameVECTOR HOLDING, LLC
 April 14, 2022 Page 3
 FirstName LastNameChinh Chu
VECTOR HOLDING, LLC
April 14, 2022
Page 3
Staff Legal Bulletin No. 19 for guidance.  In addition, based on your disclosure in the
third paragraph on page 191, it appears that counsel has scoped out the discussion under
the heading "Effects of Section 367(b) to U.S. Holders of CCNB Class A Ordinary
Shares" from its opinion; please revise to provide an opinion of counsel on the
information in the section "C. U.S. Holders Whose CCNB Class A Ordinary Shares Have
a Fair Market Value of Less Than $50,000And Who Own Less Than 10 Percent of the
Voting Power of CCNB and Less than 10% of the Total Value of CCNB" on page 193 as
you represent that the transactions described in these sections should not be taxable. With
respect to the portion of the tax section that constitutes Weil Gotshal's opinion, it appears
that counsel cannot give a firm opinion; counsel may issue a "should" opinion to make
clear that the opinion is subject to a degree of uncertainty; however, please ensure that the
disclosure includes the information specified in Section III.C.4. of Staff Legal Bulletin 19
and that the risk factors are revised accordingly.  Please also revise Exhibit 8.1 to consent
to the prospectus discussion of the opinion and being named in the registration statement,
as well as to exlude the company from the assumptions contained in paragraph (a).
Critical accounting policies
Goodwill, page 266
8.We note your revisions to comment 29.  Please provide information for investors to assess
the probability of future goodwill impairment charges.  For example, please disclose
whether any of your reporting units are at risk of failing the quantitative impairment test
or that the fair value of each of your reporting units are substantially in excess of carrying
value and are not at risk of failing.  If a reporting unit is at risk of failing, you should
disclose:

•the percentage by which fair value exceeded carrying value at the date of the most
recent test;

•the amount of goodwill allocated to the reporting unit;

•a detailed description of the methods and key assumptions used and how the key
assumptions were determined;

•a discussion of the degree of uncertainty associated with the assumptions; and

•a description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.

Please refer to Item 303(b)(3) of Regulation S-K.
Index to Financial Statements, page F-1
9.We note your response to prior comment 30.  Please revise to include a statement that
Vector Holding, LLC has not commenced operations and has no (or nominal) assets or

 FirstName LastNameChinh Chu
 Comapany NameVECTOR HOLDING, LLC
 April 14, 2022 Page 4
 FirstName LastName
Chinh Chu
VECTOR HOLDING, LLC
April 14, 2022
Page 4
liabilities.
General
10.We note your disclosure in response to comment 31 and reissue the comment.  Please
provide a single quantified aggregate dollar amount of what the sponsor and its affiliates
have at risk that depends on the completion of a business combination, and describe the
nature of what the sponsor and its affiliates have at risk.  Include in this amount the
current value of securities held, loans extended, fees due, and out of pocket expenses for
which the sponsor and its affiliates are awaiting reimbursement.
11.We note your disclosure in response to comment 35 and reissue the comment.  Please
provide disclosure pursuant to Item 403 of Regulation S-K regarding Getty Images, or tell
us why you do not believe you are required to do so.
12.We note your disclosure in response to comment 33 and reissue the comment in part.  As
applicable, please:

•expand the prospectus cover page to include a description of each of the securities
being offered.  This description should explain the nature of the disparate voting
rights, including the number of votes per share to which each class of common stock
is entitled;
•describe those circumstances in which holders of non-voting stock would be entitled
to vote on particular matters under your constituent documents or applicable law, the
number of votes to which they would be entitled, the number of votes required for
approval of such matters, and whether classes would vote separately or together as a
combined class; and
•describe circumstances or events in which the conversion of no-vote shares is
mandatory or optional, and any resultingimpact on all shareholders, including
dilution.
            You may contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacey K. Peikin at 202-551-6223 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    Peter Seligson

    To
    Call Writer Directly:

    +1 212 446 4756

    peter.seligson@kirkland.com

    601 Lexington Avenue

    New York, NY 10022

    United States

    +1 212 446 4800

    www.kirkland.com

    Facsimile:

+1 212 446 4900

    VIA EDGAR

    March 15, 2022

    Securities and Exchange Commission
 Division of Corporation
Finance
 Office of Trade & Services
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: Stacey K. Peikin

                           Lilyanna
Peyser

                           Tony Watson

                           Adam Phippen

 Re: Vector Holding, LLC

Registration Statement on Form S-4

Filed January 18, 2022

File No. 333-262203

Ladies and Gentlemen:

On behalf of our client, Vector Holding, LLC (the
 “Registrant”), we set forth below the Registrant’s response to the letter, dated February 17, 2022, containing
the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the above referenced Registration Statement on Form S-4 filed by the Registrant
on January 18, 2022 (the “Registration Statement”).

In order to facilitate your review, we have restated
the Staff’s comments in this letter, and we have set forth the Registrant’s responses immediately below the Staff’s
comments.

In addition, the Registrant has revised the Registration
Statement in response to the Staff’s comments and is confidentially submitting an amendment to the Registration Statement (the “Amendment”)
concurrently with this letter, which reflects the revisions and clarifies certain other information. The page numbers in the text of the
Registrant’s responses correspond to the page numbers in the Amendment. Unless otherwise indicated, capitalized terms used herein
have the meanings assigned to them in the Amendment.

    Austin
      Bay Area   Beijing   Boston   Brussels   Chicago   Dallas   Hong Kong   Houston   London   Los Angeles   Munich   Paris   Salt Lake City
      Shanghai   Washington, D.C.

    Securities and Exchange Commission

    March
    15, 2022

    Page
    2

Form S-4 filed January 18, 2022

Market and Industry Data, page 10

 1. Staff’s comment: We note your statements that “there can be no assurance as
to the accuracy or completeness of such information” and “neither Getty Images nor CCNB has independently verified the information
and cannot guarantee the accuracy and completeness of such information.” Under the federal securities laws, you are responsible
for all information contained within your registration statement and should not include language that suggests otherwise. Please delete
these statements.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 10 of the Amendment.

 2. Staffs comment: Please tell us whether you commissioned any of the market and industry
data used in this filing. If applicable, file the consents of such parties as an exhibit to your registration statement, or tell us why
you do not believe you are required to do so. See Rule 436 and Section 7 of the Securities Act. In this regard, we note your disclosure
on page 19 regarding data from InsightSlice, PubMatic, The World Federation of Advertisers, and Kauman Index.

Response:
The Registrant respectfully advises the Staff that none of the third-party data was commissioned by us for use in connection
with the Registration Statement. Accordingly, we are not required to file any consents pursuant to Rule 436 of the Securities Act.

Summary of the Proxy Statement/Prospectus, page 13

 3. Staffs comment: We note your presentation of FY 21E Gross Margin here and on page 223.
We also note your disclosure on page F-63 that cost of revenue excludes depreciation and amortization associated with creating or buying
content. To the extent the gross margin estimates are not computed with a fully-burdened cost of revenues, these margins are non-GAAP
measures. Please tell us whether these estimates are non-GAAP measures and your basis for such conclusion. To the extent they are non-GAAP
measures, please disclose in equal or greater prominence a fully burdened gross margin prepared in accordance with GAAP. Additionally,
when reconciling to these non-GAAP measures, please reconcile from a fully-burdened gross profit. Refer to Item 10(e)(1)(i)(A) and (B)
of Regulation S-K.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure to remove the reference to Gross Margin
on pages 13 and 236 of the Amendment.

    Securities and Exchange Commission

    March
    15, 2022

    Page
    3

CCNB Board’s Reasons for the Approval of the Business Combination,
page 17

 4. Staffs comment: We note the discussion of management’s due diligence activities on
page 18. Please revise the fifth bullet to provide more detail on your evaluation of NFT monetization opportunities.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 18 and 166 of the Amendment.

Interests of CCNB’s Directors and Officers and Others in the
Business Combination, page 29

 5. Staff comment: Revise the penultimate bullet on page 31 to disclose the amount of reimbursable
out of pocket expenses that have been incurred by the sponsor.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 32, 54, 95 and
152 of the Amendment.

 6. Staff comment: Please revise to include a bullet that discloses, upon completion of the
business combination, the ownership of New CCNB by the related persons. Please quantify the related persons equity position and its relative
value in terms of the overall transaction. To the extent quantifiable, please include the related persons rate of return on their initial
investment in CCNB. Please include similar disclosure elsewhere as appropriate.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 31, 53, 93 and
150 of the Amendment.

The Registrant respectfully advises the Staff that it
is not practicable to quantify the related persons’ rate of return because, amongst other things, the timing (including as a
result of the twelve-month lockup applicable to the founder shares) and price at which the related persons sell the
Registrant’s securities is uncertain, both of which would have a material impact on the applicable rate of return. In
addition, the Sponsor and the Independent Directors may be required to forfeit shares in connection with the Business Combination,
and the total number of shares that may be required to forfeit will not be known until the earlier of ten years post-closing, and
the date on which the applicable vesting event is satisfied. Any such forfeitures of shares would also have a material impact on the
related persons’ rate of return.

    Securities and Exchange Commission

    March
    15, 2022

    Page
    4

 7. Staff comment: Please tell us, with a view toward disclosure, whether your sponsor, officers
and directors have any fiduciary or contractual obligations to other entities and, if so, how the board considered those conflicts in
negotiating and recommending the business combination.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 33, 56 and 153
of the Amendment.

Questions and Answers About the Proposals for Shareholders

What consideration will be received in connection with the Business Combination?, page 46

 8. Staff comment: Please revise the answer to clarify the relative value of the various types
of consideration discussed in this answer. In addition, please discuss the Earn-out Shares in greater detail, including the number of
shares to be issued to the various recipients and the applicable vesting triggers.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 50 and 51 of the Amendment.

The Registrant respectfully advises the Staff that it is
not practicable to quantify the relative value of the Earn-Out Shares, given that the total number of Earn-Out Shares that will be issued
to the Getty Images Stockholders will not be known until the earlier of ten years post-closing, and the date on which the applicable triggering
event is satisfied.

What equity stake will the current shareholders of CCNB, Multiply
Group and the current shareholders of Getty Images hold in Getty Images…, page 47

 9. Staff comment: Please revise to also include the Sponsor’s percentage ownership including
the “2,570,000 shares of New CCNB Series B-1 Common Stock and 2,570,000 shares of New CCNB Series B-2 Common Stock subject to certain
vesting restrictions pursuant to the Sponsor Side Letter, any shares to be issued to the Sponsor in connection with the PIPE Investment
and NBOKS in connection with the Backstop Agreement,” and the Getty Family Stockholders’ percentage ownership including “shares
purchased in connection with the PIPE Investment. In addition, we note that you provide the percentage ownership for CCNB’s public
shareholders and the Sponsor in the event that all of the New CCNB Warrants are exercised; please also provide the percentage ownerships of the other stockholder
groups in such case. Finally, clarify whether and how the earn-out shares are considered in the percentage ownerships identified in this
Q&A.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 51 and 52 of the Amendment.

    Securities and Exchange Commission

    March
    15, 2022

    Page
    5

The Registrant respectfully advises the Staff that the total
number of Earn-Out Shares that will be issued to the Getty Images Stockholders will not be known until the earlier of ten years post-closing,
and the date on which the applicable triggering event is satisfied.

Sponsor Group Ownership of New CCNB Following the Business Combination,
page 49

 10. Staff comment: Please revise footnotes 1 and 3 to the table to include the total value
of the excluded shares identified in each footnote. Also clarify whether and how the earn-out shares are considered in this table.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 32, 54, 94 and 151 of the Amendment.

The Registrant respectfully advises the Staff that the Sponsor
will not receive any Earn-Out Shares following the consummation of the Business Combination, and thus, the Earn-Out Shares are not considered
in this table.

What happens if a substantial number. . . ., page 53

 11. Staff comment: Please revise to disclose the potential impact of redemptions on the per
share value of the shares held by non-redeeming shareholders. In addition, we note that (i) the second row of the first table excludes
New CCNB Series B-1 Common Stock and New CCNB Series B-2 Common Stock, the shares to be issued to the Sponsor in connection with the Pipe
Investment and the shares to be issued to NBOKS in connection with the Backstop Agreement, (ii) the last row of the first table excludes
New CCNB Warrants, and (iii) the first row of the second table excludes New CCNB Warrants issuable upon conversion of the Working Capital
Loans; please provide additional disclosure regarding the redemption scenarios that includes such excluded shares, or tell us why such
disclosure is not material.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 58, 59, 109 and 110 of the
Amendment accordingly.

    Securities and Exchange Commission

    March
    15, 2022

    Page
    6

Can the Sponsor and the Independent Directors redeem their Founder
Shares. . . ., page 61

 12. Staff comment: We note that the “Sponsor, the Founder Holders and certain of CCNB’s
directors and/or officers…have agreed, for no additional consideration, to waive their redemption rights with respect to
their Founder Shares and any public shares they may hold in connection with the business combination.” (emphasis added). Please
describe any consideration provided in exchange for these agreements, if any.

Response:
The Registrant respectfully advises the Staff that the Sponsor, the Founder Holders and certain of CCNB’s directors and/or officers
were provided no consideration in exchange for executing the letter agreements with CCNB.

Risk Factors

Risks Related to COVID-19 Pandemic and Global Economic Conditions, page 64

 13. Staff comment: Please revise, to the extent possible, to quantify the negative impacts
COVID-19 has had on the Getty Images business and operations. Please include enough detail so that shareholders can appreciate the discussed
risk. Similarly, revise page 241 to quantify the impacts of COVID on your business for the periods presented.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 70 and 71 of the Amendment.

Expansion of our operations into new products, services and technologies…,
page 68

 14. Staff comment: Please expand your discussion to disclose the extent your operations have
expanded to the additional products and services mentioned in this risk factor, including non-fungible tokens, artificial intelligence,
and machine learning so that shareholders can appreciate the discussed risk.

Response:
The Registrant respectfully acknowledges the Staff’s comment has revised the disclosure on page 74 of the Amendment.

    Securities and Exchange Commission

    March
    15, 2022

    Page
    7

Unless we increase customer and supplier awareness…, page
71

 15. Staff comment: We note the heading of this risk states that “our revenue may not
continue to grow;” however, we note that your revenue decreased between 2020 and 2021. Please revise this heading to more clearly
disclose the risk.

Response:
The Registrant respectfully advises the Staff that the accompanying consolidated statements of operations of Griffey Global Holdings,
Inc. show an increase in revenue between 2020 and 2021 from $815.4 million to $918.7 million.

Risks Related to the Business Combination and CCNB, page 147

Our Existing Warrant Agreement…., page 91

 16. Staff comment: We note your discussion of the exclusive forum provision in the Existing
Warrant Agreement and its applicability to claims under the Exchange Act and Securities Act, however the Existing Warrant Agreement does
not appear to contain such a provision. Please revise your risk factor disclosure, the disclosure in Description of New CCNB Securities
and/or warrant agreement as necessary.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has removed the disclosure on page 98 of the Amendment.

The New CCNB Post-Closing Certificate of Incorporation will designate
the Court of Chancery of the State of Delaware…, page 108

 17. Staff comment: We note that the forum selection provision in the New CCNB Post-Closing
Certificate of Incorporation identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation,
including any “derivative action.” Please disclose whether this provision applies to actions arising under the Exchange Act.
In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder. If this provision does not apply to actions arising
under the Exchange Act, please revise to clarify that fact and ensure that the exclusive forum provision in the governing documents states
this clearly. In addition, please revise here to disclose whether this exclusive forum provision applies to actions arising under the
Securities Act. In that regard, we note that Section 22 of the Securities Act creates co

United States securities and exchange commission logo
February 17, 2022
Chinh Chu
Chief Executive Officer
VECTOR HOLDING, LLC
251 Little Falls Drive
Wilmington, New Castle County, Delaware 19808
Re:VECTOR HOLDING, LLC
Registration Statement on Form S-4
Filed January 18, 2022
File No. 333-262203
Dear Mr. Chu:
            We have reviewed your registration statement and have the following 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.
Form S-4 filed January 18, 2022
Market and Industry Data, page 10
1.We note your statements that “there can be no assurance as to the accuracy or
completeness of such information” and “neither Getty Images nor CCNB has
independently verified the information and cannot guarantee the accuracy and
completeness of such information.”  Under the federal securities laws, you are responsible
for all information contained within your registration statement and should not include
language that suggests otherwise.  Please delete these statements.
2.Please tell us whether you commissioned any of the market and industry data used in this
filing. If applicable, file the consents of such parties as an exhibit to your registration
statement, or tell us why you do not believe you are required to do so.  See Rule 436 and
Section 7 of the Securities Act.  In this regard, we note your disclosure on page 19

 FirstName LastNameChinh Chu
 Comapany NameVECTOR HOLDING, LLC
 February 17, 2022 Page 2
 FirstName LastNameChinh Chu
VECTOR HOLDING, LLC
February 17, 2022
Page 2
regarding data from InsightSlice, PubMatic, The World Federation of Advertisers, and
Kauman Index.
Summary of the Proxy Statement/Prospectus, page 13
3.We note your presentation of FY 21E Gross Margin here and on page 223.  We also note
your disclosure on page F-63 that cost of revenue excludes depreciation and amortization
associated with creating or buying content.  To the extent the gross margin estimates are
not computed with a fully-burdened cost of revenues, these margins are non-GAAP
measures.  Please tell us whether these estimates are non-GAAP measures and your basis
for such conclusion.  To the extent they are non-GAAP measures, please disclose in equal
or greater prominence a fully burdened gross margin prepared in accordance with GAAP.
 Additionally, when reconciling to these non-GAAP measures, please reconcile from a
fully-burdened gross profit.  Refer to Item 10(e)(1)(i)(A) and (B) of Regulation S-K.
CCNB Board's Reasons for the Approval of the Business Combination, page 17
4.We note the discussion of management’s due diligence activities on page 18.  Please
revise the fifth bullet to provide more detail on your evaluation of NFT monetization
opportunities.
Interests of CCNB's Directors and Officers and Others in the Business Combination, page 29
5.Revise the penultimate bullet on page 31 to disclose the amount of reimbursable out of-
pocket expenses that have been incurred by the sponsor.
6.Please revise to include a bullet that discloses, upon completion of the business
combination, the ownership of New CCNB by the related persons.  Please quantify the
related persons equity position and its relative value in terms of the overall transaction.
To the extent quantifiable, please include the related persons rate of return on their initial
investment in CCNB.  Please include similar disclosure elsewhere as appropriate.
7.Please tell us, with a view toward disclosure, whether your sponsor, officers and directors
have any fiduciary or contractual obligations to other entities and, if so, how the board
considered those conflicts in negotiating and recommending the business comination.
Questions and Answers About the Proposals for Shareholders
What consideration will be received in connection with the Business Combination?, page 46
8.Please revise the answer to clarify the relative value of the various types of consideration
discussed in this answer.  In addition, please discuss the Earn-out Shares in greater detail,
including the number of shares to be issued to the various recipients and the applicable
vesting triggers.
What equity stake will the current shareholders of CCNB, Multiply Group and the current
shareholders of Getty Images hold in Getty Images..., page 47

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 Comapany NameVECTOR HOLDING, LLC
 February 17, 2022 Page 3
 FirstName LastNameChinh Chu
VECTOR HOLDING, LLC
February 17, 2022
Page 3
9.Please revise to also include the Sponsor's percentage ownership including the "2,570,000
shares of New CCNB Series B-1 Common Stock and 2,570,000 shares of New CCNB
Series B-2 Common Stock subject to certain vesting restrictions pursuant to the Sponsor
Side Letter, any shares to be issued to the Sponsor in connection with the PIPE Investment
and NBOKS in connection with the Backstop Agreement," and the Getty Family
Stockholders' percentage ownership including "shares purchased in connection with the
PIPE Investment.  In addition, we note that you provide the percentage ownership for
CCNB's public shareholders and the Sponsor in the event that all of the New CCNB
Warrants are exercised; please also provide the percentage ownerships of the other
stockholder groups in such case.  Finally, clarify whether and how the earn-out shares are
considered in the percentage ownerships identified in this Q&A.
Sponsor Group Ownership of New CCNB Following the Business Combination, page 49
10.Please revise footnotes 1 and 3 to the table to include the total value of the excluded
shares identified in each footnote.  Also clarify whether and how the earn-out shares are
considered in this table.
What happens if a substantial number. . . ., page 53
11.Please revise to disclose the potential impact of redemptions on the per share value of the
shares held by non-redeeming shareholders.  In addition, we note that (i) the second row
of the first table excludes New CCNB Series B-1 Common Stock and New CCNB
Series B-2 Common Stock, the shares to be issued to the Sponsor in connection with the
Pipe Investment and the shares to be issued to NBOKS in connection with the Backstop
Agreement, (ii) the last row of the first table excludes New CCNB Warrants, and (iii) the
first row of the second table excludes New CCNB Warrants issuable upon conversion of
the Working Capital Loans; please provide additional disclosure regarding the redemption
scenarios that includes such excluded shares, or tell us why such disclosure is not
material.
Can the Sponsor and the Independent Directors redeem their Founder Shares. . . ., page 61
12.We note that the “Sponsor, the Founder Holders and certain of CCNB’s directors and/or
officers…have agreed, for no additional consideration, to waive their redemption rights
with respect to their Founder Shares and any public shares they may hold in connection
with the business combination.” (emphasis added).  Please describe any consideration
provided in exchange for these agreements, if any.
Risk Factors
Risks Related to the COVID-19 Pandemic and Global Economic Conditions, page 64
13.Please revise, to the extent possible, to quantify the negative impacts COVID-19 has had
on the Getty Images business and operations.  Please include enough detail so that
shareholders can appreciate the discussed risk. Similarly, revise page 241 to quantify the

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 February 17, 2022 Page 4
 FirstName LastNameChinh Chu
VECTOR HOLDING, LLC
February 17, 2022
Page 4
impacts of COVID on your business for the periods presented.
Expansion of our operations into new products, services and technologies..., page 68
14.Please expand your discussion to disclose the extent your operations have expanded to the
additional products and services mentioned in this risk factor, including non-fungible
tokens, artificial intelligence, and machine learning so that shareholders can appreciate the
discussed risk.
Unless we increase customer and supplier awareness..., page 71
15.We note the heading of this risk states that “our revenue may not continue to grow;”
however, we note that your revenue decreased between 2020 and 2021.  Please revise this
heading to more clearly disclose the risk.
Risks Related to the Business Combination and CCNB
Our Existing Warrant Agreement...., page 91
16.We note your discussion of the exclusive forum provision in the Existing Warrant
Agreement and its applicability to claims under the Exchange Act and Securities Act,
however the Existing Warrant Agreement does not appear to contain such a provision.
Please revise your risk factor disclosure, the disclosure in Description of New CCNB
Securities and/or warrant agreement as necessary.
The New CCNB Post-Closing Certificate of Incorporation will designate the Court of Chancery
of the State of Delaware..., page 108
17.We note that the forum selection provision in the New CCNB Post-Closing Certificate of
Incorporation identifies the Court of Chancery of the State of Delaware as the exclusive
forum for certain litigation, including any “derivative action.”  Please disclose whether
this provision applies to actions arising under the Exchange Act.  In that regard, we note
that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder.  If this provision does not apply to actions arising under the
Exchange Act, please revise to clarify that fact and ensure that the exclusive forum
provision in the governing documents states this clearly.  In addition, please revise here to
disclose whether this exclusive forum provision applies to actions arising under the
Securities Act.  In that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.  If
the provision applies to Securities Act claims, please also revise to state that there is
uncertainty as to whether a court would enforce such provision and that investors cannot
waive compliance with the federal securities laws and the rules and regulations
thereunder.  Please also revise the Exclusive Forum Provision section on page 286
accordingly.

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February 17, 2022
Page 5
Shareholder Proposal 2: The Business Combination Proposal, page 125
18.We note that your charter waived the corporate opportunities doctrine.  Here and in other
appropriate places, please address this potential conflict of interest, whether it impacted
your search for an acquisition target, and how it impacted your board's determination to
recommend the business combination for shareholder approval.
Background of the Business Combination, page 147
19.Please discuss in detail any negotiations related to the Sponsor or CCNB public
shareholders’ equity position in the post-combination company.
20.Explain the Board’s consideration of the other potential targets.  We note in the last
paragraph on page 47 that “CCNB evaluated numerous potential transaction
counterparties in addition to Getty Images, and engaged in varying levels of discussions,
negotiation and due diligence with respect to those companies…” and that “Of the
potential transaction counterparties, CCNB entered into confidentiality agreements with
36 potential targets…including submissions of non-binding indications of interest with
respect to approximately 11 of these potential acquisition targets.”
21.Please expand the disclosure in this section to include a more detailed description of the
negotiations which occurred in order to establish the core terms of the business
combination.  In this regard, we note that on September 17, 2021, the parties agreed on an
updated transaction valuation of $4.8 billion.  Please revise to discuss in greater detail
how this valuation was determined and the specific negotiations that resulted in this
agreement, considering the valuation of $4.4 - $4.5 billion on September 1, 2021.
22.We note on page 153 that Credit Suisse was engaged as a co-placement agent for third-
party PIPE investments.  Expand the discussion to disclose that Credit Suisse was an
underwriter in CCNB’s initial public offering and disclose the amount of fees paid or
payable to Credit Suisse in connection with its being co-placement agent for the PIPE
investments.
Certain Getty Images Projected Financial Information, page 164
23.Expand the discussion to describe any material differences between the Getty Images
Internal Forecasts provided to management and the Getty Images Forecasted Financial
Information included in this section.
24.Expand the disclosure to describe the material assumptions regarding revenue growth, or
tell us why this is unnecessary.
Material U.S. Federal Income Tax Consequences of the Domestication Merger..., page 174
25.Please provide a tax opinion covering the material federal tax consequences of the
transaction, or tell us why you do not believe you are required to do so.  In this regard, we
note that apparent complexity of and uncertainties associated with the tax consequences

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described in this section. Please refer to Section III of Staff Legal Bulletin No. 19.
Information about CCNB
Significant Activities Since Inception, page 205
26.Revise to disclose the components of the units issued on August 4, 2020, including the
material terms of the public warrants and the private placement warrants.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Getty Images
Results of Operations, page 245
27.We note you describe multiple factors that contributed to the change in Creative and
Editorial revenues.  Where a material change in a line item is attributed to two or more
factors, including offsetting factors, the contribution of each factor should be described in
quantified terms, to the extent possible.  Also, please describe the underlying reasons for
the changes in unrealized foreign exchange gains (losses).  Refer to Item 303(b) of
Regulation S-K.
Non-GAAP Financial Measures, page 250
28.We note your presentation of Adjusted EBITDA Margin here and on page 232 as well as
Estimated Adjusted EBITDA Margin on pages 13 and 223.  For historical margins and
estimated margins, please also present net income (loss) as a percentage of revenue which
is the most directly comparable GAAP measure.  For estimated margins, please provide a
quantitative reconciliation, to the extent available without unreasonable efforts, of the
differences between the non-GAAP financial measure with the most directly comparable
financial measure or measures calculated and presented in accordance with GAAP.  Refer
to Item 10(e)(1)(i)(A) and (B) of Regulation S-K.
Critical Accounting Policies, page 254
29.Please tell us your consideration of including your goodwill impairment testing as a
critical accounting policy.
Index to Financial Statements, page F-1
30.Please tell us your consideration of providing Vector Holding, LLC's financial statements.
General
31.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depe