EX-FILING FEES 5 gety-20220630xexfilingfees.htm EXHIBIT-FILING FEES

EX-107

Calculation of Filing Fee Tables Form S-1

Form S-1

(Form Type)

Getty Images Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

   

    

   

    

   

    

   

   

    

   

    

   

    

   

    

   

   

   

Filing Fee

 

Previously Paid

Fee

Proposed

In Connection

Calculation

Maximum

Carry

with Unsold

Security

or Carry

Offering

Maximum

Amount of

Carry

Carry

Forward

 Securities

Class

Forward

Amount

Price

Aggregate

Registration

Forward

Forward

Initial

to be Carried

Security Type

Title

Rule

Registered(1)

Per Unit

Offering Price Fee Rate

Fee

    

Form Type

    

File Number

effective date

Forward

Newly Registered Securities

$

Fees Previously
Paid

Equity

Secondary Offering
Class A Common
Stock

457(c)

400,795,769

$25.56(2)

$10,244,339,856

0.0000927

$949,650.30

Fees Previously
Paid

Other

Secondary Offering
Warrants to
purchase Class A
Common Stock

Other

3,750,000(3)

—(3)

—(3)

Total Offering Amounts

    

$

949,650.30

 

Total Fees Previously Paid

970,196

Total Fee Offsets

Net Fee Due

$

Table 3: Combined Prospectuses

    

    

    

Amount of Securities

    

    

    

    

    

    

    

    

 

Previously

Maximum Aggregate

Form

Security Type

Security Class Title

Registered

Offering Price

Type

File Number

Initial Effective Date

Equity

Class A Common Stock underlying
Warrants(4)

39,260,000(5)

$

451,490,000

S-4

333-262203

June 30, 2022

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued as a result of stock splits, stock dividends or similar transactions.


(2)

Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(c) under the Securities Act, as amended, based on the average of the high and the low prices as reported on the New York Stock Exchange on August 5, 2022.

(3)

The resale of the Forward Purchase Warrants and the shares of Class A Common Stock of the registrant issuable upon exercise of the Forward Purchase Warrants are being simultaneously registered hereunder. No separate registration fee is required pursuant to Rule 457(g) under the Securities Act. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to such Forward Purchase Warrants has been allocated to the shares of Class A Common Stock underlying such Forward Purchase Warrants and those shares of Class A Common Stock are included in the registration fee as calculated herein.

(4)

No registration fee is payable in connection with the 39,260,000 shares of Class A Common Stock previously registered on a registration statement on Form S-4 (File No. 333-262203), which was declared effective on June 30, 2022 (the “Prior Registration Statement”) because such shares are being transferred from the Prior Registration pursuant to Rule 429(b) under the Securities Act. A registration fee is only payable in connection with the 400,795,769 shares of Class A Common Stock that were not previously registered under the Prior Registration Statement, with a proposed maximum aggregate offering price of $10,244,339,856. See “Statement Pursuant to Rule 429” in this registration statement.

(5)

39,260,000 shares of Class A Common Stock registered under the Prior Registration Statement are included this registration statement. Pursuant to Rule 429(b) under the Securities Act, this registration statement upon effectiveness, will constitute post-effective amendments to the Prior Registration Statement, which post-effective amendments shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Securities Act. If securities previously registered under the Prior Registration Statement are offered and sold before the effective date of this registration statement, the amount of previously registered securities so sold will not be included in the prospectus hereunder.