Alta Partners, LLC v. Getty Images Holdings, Inc.

Alta Partners, LLC v. Getty Images Holdings, Inc.

Docket Nos. 23-7876 (L), 23-7915 (Con), 23-7983 (XAP), Second Circuit (Jan. 15, 2026)

Relevant Facts

• Getty Images went public in July 2022 by merging with CC Neuberger Principal Holdings II, a SPAC.
• Alta Partners and CRCM purchased millions of publicly traded warrants. Getty refused their exercise requests, contending a separate Form S-1 was needed.
• The stock price declined dramatically before the S-1 became effective, and Getty then redeemed all warrants for $0.01 each.

Decision of the Court

The Second Circuit affirmed. The Form S-4 registered the shares underlying the warrants for both offer and sale. The S-4 prospectus remained current. Damages were properly calculated based on stock price at dates of Getty's refusal. Alta was not entitled to additional damages for warrants purchased after Getty's refusal.