UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 15, 2022
(Exact name of registrant as specified in its charter)
Cayman Islands | 001-39943 | |||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
555 Madison Avenue | |
Suite 11A | |
New York, NY 10022 | |
(Address of principal executive offices) (Zip Code) | |
(212) 792-0253
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one Class A ordinary share, par value $0.001 per share, and one-half of one Redeemable Warrant | ITHXU | The Nasdaq Stock Market LLC | ||
Class A ordinary share, par value $0.001 per share | ITHX | The Nasdaq Stock Market LLC | ||
Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share | ITHXW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. | Submission of Matters to a Vote of Security Holders |
On July 15, 2022, ITHAX Acquisition Corp., a Cayman Islands exempted company (“ITHAX” and, following the consummation of the Domestication (as defined below), “New Mondee”), convened an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) held in connection with ITHAX’s previously announced business combination with Mondee Holdings II, Inc. (“Mondee”), Ithax Merger Sub I, LLC (“First Merger Sub”) and Ithax Merger Sub II, LLC (“Second Merger Sub”) pursuant to that certain Business Combination Agreement, dated December 20, 2021 (the “Business Combination Agreement”) and the transactions contemplated thereby (such transactions, the “Business Combination”).
Pursuant to the terms of the Business Combination Agreement, the Business Combination will be effected through ITHAX’s domestication to Delaware (the “Domestication”), followed by the merger of First Merger Sub with and into Mondee, with Mondee surviving the merger as a wholly owned subsidiary of New Mondee (the “First Merger”, and the time at which the First Merger becomes effective, the “First Effective Time”), followed by a second merger, whereby Mondee will merge with and into the Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of New Mondee (the “Second Merger”, and the time at which the Second Merger becomes effective, the “Second Effective Time”).
In connection with the Business Combination, (i) each issued and outstanding Class A ordinary share, par value $0.001 per share (the “Class A ordinary shares”), of ITHAX will be converted into one share of Class A common stock, par value $0.001 per share, of New Mondee (the “New Mondee Common Stock”) and each issued and outstanding Class B ordinary share, par value $0.001 per share (the “Class B ordinary shares”), of ITHAX will be converted into one share of Class B common stock, par value $0.001 per share, of New Mondee (the “New Mondee Class B Common Stock”), pursuant to the Domestication (ii) upon the First Effective Time, each issued and outstanding share of New Mondee Class B Common Stock will be converted into one share (subject to adjustment) of New Mondee Common Stock; (iii) pursuant to the Domestication, each issued and outstanding whole warrant representing the right to purchase one Class A ordinary share of ITHAX will automatically convert into the right to purchase one share of New Mondee Common Stock at an exercise price of $11.50 per share on substantially the same terms and conditions set forth in the Amended and Restated Warrant Agreement between Continental Stock Transfer & Trust Company, ITHAX’s warrant agent, and New Mondee, to be dated the date of Closing (as defined below) of the Business Combination (the “Amended and Restated Warrant Agreement”); (iv) pursuant to the Domestication, the governing documents of ITHAX will be replaced with the certificate of incorporation of New Mondee (the “Interim Charter”), and upon the First Effective Time, the Interim Charter shall be replaced with the proposed amended and restated certificate of incorporation and the new bylaws of New Mondee (the “Proposed Governing Documents”); and (v) upon the First Effective Time, New Mondee’s name will change to “Mondee Holdings, Inc.” In connection with clauses (i) through (iii) of this paragraph, each issued and outstanding unit of ITHAX that has not been previously separated into the underlying Class A ordinary shares of ITHAX and the underlying warrants of ITHAX prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New Mondee Common Stock and one-half of one warrant, with each whole warrant representing the right to purchase one share of New Mondee Common Stock at an exercise price of $11.50 per share, on the terms and subject to the conditions set forth in the Amended and Restated Warrant Agreement.
Each proposal voted on at the Extraordinary General Meeting is described in detail in ITHAX’s definitive proxy statement /prospectus filed with the U.S. Securities and Exchange Commission on June 27, 2022, and mailed to shareholders on or about June 27, 2022.
As of the close of business of May 13, 2022, the record date for the Extraordinary General Meeting, there were an aggregate of 24,825,000 Class A ordinary shares, par value $0.001 per share, and 6,037,500 Class B ordinary shares, par value $0.001 per share (together, the “Ordinary Shares”), outstanding. Under the terms of ITHAX’s existing amended and restated memorandum and articles of association (the “Existing Governing Documents”), only the holders of the Class B ordinary shares are entitled to vote on the election of directors to the board of directors of ITHAX. Therefore, only holders of the Class B ordinary shares were entitled to one vote per Class B ordinary share on the Director Election Proposal (as defined below) at the Extraordinary General Meeting. Holders of both the Class B ordinary shares and the Class A ordinary shares were entitled to one vote per Ordinary Share on all other proposals. Holders of a total of 23,186,607 Ordinary Shares, representing approximately 75.13% of the outstanding Ordinary Shares entitled to vote, were present in person or by proxy at the Extraordinary General Meeting, constituting a quorum.
The voting results for the proposals voted on at the Extraordinary General Meeting are set forth below:
1. The Business Combination Proposal – To approve ITHAX’s entry into (1) the Business Combination Agreement, a copy of which is attached to the proxy statement/prospectus as Annex A, pursuant to which, among other things: (a) in connection with the Domestication: (i) each issued and outstanding Class A ordinary share will be converted into one share of New Mondee Common Stock and each issued and outstanding Class B ordinary share will be converted into one share of New Mondee Class B Common Stock and (ii) each issued and outstanding whole warrant representing the right to purchase Class A ordinary shares of ITHAX will automatically convert into the right to purchase one share of New Mondee Common Stock at an exercise price of $11.50 per share on substantially the same terms and conditions set forth in the Amended and Restated Warrant Agreement; (b) at the First Effective Time, (i) all shares common stock of Mondee outstanding as of immediately prior to the First Effective Time shall be cancelled and automatically converted into the right to receive an aggregate of 60,800,000 shares of New Mondee Common Stock (the “Merger Consideration”), (ii) all shares of common stock of Mondee held in treasury of Mondee and all shares of Mondee common stock owned by any direct or indirect wholly owned subsidiary of Mondee immediately prior to the First Effective Time shall be cancelled without any conversion thereof, (iii) each issued and outstanding unit of First Merger Sub immediately prior to the First Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the first surviving company (the “First Surviving Company Common Stock”), (iv) pursuant to the amended and restated certificate of incorporation of New Mondee (“Proposed Charter”), each share of New Mondee Class B Common Stock will be converted into one share (subject to adjustment) of New Mondee Common Stock and New Mondee will change its name to “Mondee Holdings, Inc.”; and (v) New Mondee and Continental will enter into the Amended and Restated Warrant Agreement; and (c) at the Second Effective Time, (i) each issued and outstanding share of First Surviving Company Common Stock shall be automatically cancelled and shall cease to exist as of the Second Effective Time; and (ii) each issued and outstanding unit of Second Merger Sub immediately prior to the Second Effective Time, shall automatically be converted into and exchanged for one validly issued, fully paid and nonassessable interest of the second surviving company; and (2) certain related agreements (including the Subscription Agreements, and the Registration Rights Agreement, each in the form attached to the proxy statement/prospectus as Annex F and Annex G, respectively), and the transactions contemplated thereby, be approved, ratified and confirmed in all respects.
For | Against | Abstain | ||
21,490,875 | 1,653,879 | 41,583 |
2. The Domestication Proposal – To approve that ITHAX be transferred by way of continuation to Delaware pursuant to Article 32 of the amended and restated articles of association of ITHAX, Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, ITHAX be continued and domesticated as a corporation under the laws of the State of Delaware; (b) in connection therewith to adopt upon the Domestication taking effect, the certificate of incorporation of New Mondee (the “Interim Charter”), in place of ITHAX’s existing amended and restated memorandum and articles of association (the “Existing Governing Documents”), which will remove or amend those provisions of ITHAX’s Existing Governing Documents that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) file the Interim Charter with the Secretary of State of the State of Delaware, under which ITHAX will be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation under the State of Delaware.
For | Against | Abstain | ||
21,474,639 | 1,670,115 | 41,853 |
3. The Proposed Charter and Bylaws Proposal – To approve that the Interim Charter of ITHAX to be in effect upon the Domestication (a copy of which is attached to the proxy statement/prospectus as Annex I) be replaced in its entirety with the Proposed Charter and proposed new bylaws of New Mondee (“Proposed Bylaws”) (copies of which are attached to the proxy statement/ prospectus as Annex B and Annex C, respectively), which be approved as the amended and restated certificate of incorporation and the bylaws of New Mondee, effective at the First Effective Time.
For | Against | Abstain | ||
21,474,639 | 1,670,115 | 41,853 |
4. The Advisory Governing Documents Proposals - To approve and adopt the following five (5) separate resolutions to approve the following material differences between the amended and restated memorandum and articles of association of ITHAX and the Proposed Charter and Bylaws: (4A) to change the authorized share capital of ITHAX; (4B) to authorize the board of directors of New Mondee (the “New Mondee Board”) to issue any or all of the shares of preferred stock, par value $0.0001 per share, of New Mondee (“New Mondee Preferred Stock”) in one or more classes or series, with such terms and conditions as may be expressly determined by the New Mondee Board and as may be permitted by the Delaware General Corporation Law (the “DGCL”); (4C) to remove the ability of New Mondee stockholders to take action by written consent in lieu of a meeting provided, however that the holders of New Mondee Preferred Stock may take action by written consent to the extent provided by the Certificate of Designation with respect to the New Mondee Preferred Stock; (4D) to replace the Existing Governing Documents and all other changes necessary or, as mutually agreed in good faith by ITHAX and Mondee, desirable in connection with the replacement of Existing Governing Documents with the Proposed Charter and Proposed Bylaws (copies of which are attached to the proxy statement/prospectus as Annex B and Annex C, respectively) as part of the Closing of the Business Combination, including (i) changing the post-Business Combination corporate name from “ITHAX Acquisition Corp.” to “Mondee Holdings, Inc.” (which is expected to occur at the First Effective Time), (ii) making New Mondee’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States federal district courts as the exclusive forum for litigation arising out of the Securities Act of 1933, as amended, and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination; and (4E) to approve the election of New Mondee to not be governed by Section 203 of the DGCL and limiting certain corporate takeovers by interested stockholders.
(4A)
For | Against | Abstain | ||
19,127,420 | 3,866,245 | 192,942 |
(4B)
For | Against | Abstain | ||
19,127,470 | 3,866,245 | 192,892 |
(4C)
For | Against | Abstain | ||
19,127,420 | 3,866,245 | 192,942 |
(4D)
For | Against | Abstain | ||
19,321,006 | 3,672,709 | 192,892 |
(4E)
For | Against | Abstain | ||
21,323,600 | 1,670,115 | 192,892 |
5. The Nasdaq Proposal – To approve, for the purposes of complying with the applicable provisions of the Nasdaq Listing Rule 5635, the issuance of the 7,000,000 shares of New Mondee Common Stock in connection with the PIPE Financing (defined hereafter) and the issuance of the New Mondee Common Stock constituting the Merger Consideration.
On December 20, 2021, concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) with ITHAX pursuant to which the PIPE Investors committed to purchase in a private placement 5,000,000 shares of New Mondee Common Stock at a purchase price of $10.00 per share and an aggregate purchase price of $50.0 million (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the closing of the Business Combination (the “Closing”).
On April 21, 2022, ITHAX entered into a PIPE Subscription Agreement with an “accredited investor” (as such term is defined in Rule 501 of Regulation D) (the “Additional Investor”), whereby the Additional Investor has committed to purchase in a private placement 2,000,000 shares of New Mondee Common Stock at a purchase price of $10.00 per share (the “Additional Shares”) and an aggregate purchase price of $20.0 million (the “Additional Investment”), bringing the total amount of commitments from both the PIPE Investment and the Additional Investment to $70.0 million. The Additional Investment will be consummated substantially concurrently with the Closing. The aggregate gross proceeds to New Mondee from the PIPE Investment and the Additional Investment are expected to equal $70,000,000 (the “PIPE Financing”).
For | Against | Abstain | ||
21,474,640 | 1,658,391 | 53,576 |
6. The Director Election Proposal - To elect each of the following directors to serve on the New Mondee Board immediately following the consummation of the Business Combination:
Class I (term expiring in 2023)
Asi Ginio
Noor Sweid
Class II (term expiring in 2024)
Pradeep Udhas
Roopa Purushothaman
Mona Aboelnaga Kanaan
Class III (term expiring in 2025)
Orestes Fintiklis
Prasad Gundumogula
Only holders of Class B ordinary shares are permitted to vote on this Director Election Proposal.
Class | Name | For | Withhold | |||
Class I | Asi Ginio | 6,037,500 | 0 | |||
Class I | Noor Sweid | 6,037,500 | 0 | |||
Class II | Pradeep Udhas | 6,037,500 | 0 | |||
Class II | Roopa Purushothaman | 6,037,500 | 0 | |||
Class II | Mona Aboelnaga Kanaan | 6,037,500 | 0 | |||
Class III | Orestes Fintiklis | 6,037,500 | 0 | |||
Class III | Prasad Gundumogula | 6,037,500 | 0 |
7. The Equity Incentive Plan Proposal - To approve and adopt the New Mondee 2022 Equity Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex D.
For | Against | Abstain | ||
20,590,914 | 2,502,890 | 92,803 |
8. The Employee Stock Purchase Plan Proposal – To approve and adopt the New Mondee Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex E.
For | Against | Abstain | ||
21,474,639 | 1,670,115 | 41,853 |
9. The Adjournment Proposal – To approve and adopt the adjournment of the Extraordinary General Meeting to a later date or dates (A) to solicit additional proxies for the purpose of obtaining approval by the ITHAX shareholders of each of the proposals necessary to consummate the transactions contemplated by the Business Combination Agreement, (B) for the absence of a quorum or (C) if the holders of the Class A ordinary shares have elected to redeem a number of Class A ordinary shares as of such time that would reasonably be expected to result in the conditions required for the closing of the Business Combination Agreement to not occur; provided that, without the consent of Mondee, in no event shall the Extraordinary General Meeting of shareholders be adjourned to a date that is more than fifteen (15) business days later than the most recently adjourned meeting or to a date that is beyond the termination date of the Business Combination Agreement, at the Extraordinary General Meeting.
For | Against | Abstain | ||
21,486,363 | 1,658,391 | 41,853 |
Item 7.01 | Regulation FD Disclosure. |
On July 15, 2022, ITHAX issued a press release announcing voting results relating to the Extraordinary General Meeting. A copy of the press release is being furnished herewith as Exhibit 99.1.
The information contained in this Current Report on Form 8-K pursuant to this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. | Description | ||
99.1 | Press release dated July 15, 2022 | ||
104 | Cover page Interactive data file (embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ITHAX Acquisition Corp. | ||
Date: July 15, 2022 | By: | /s/ Orestes Fintiklis |
Name: | Orestes Fintiklis | |
Title: | Chief Executive Officer |
Exhibit 99.1
ITHAX Acquisition Corp. Shareholders Approve Business Combination with Mondee
ITHAX Acquisition Corp. shareholders approved the previously announced business combination at the Special Meeting held on July 15, 2022
Transaction Expected to Close July 18, 2022
$70 Million Fully Funded PIPE
NEW YORK & SAN MATEO, Calif.— ITHAX Acquisition Corp. (“ITHAX”) (Nasdaq: ITHX), a publicly traded special purpose acquisition company, announced today that shareholders of record as of May 13, 2022, approved the previously proposed business combination (the “Business Combination”) with Mondee Holdings II, Inc. (“Mondee” or “the Company”), the high-growth, travel technology company and marketplace, supported by 69.63% of the shares of ITHAX voted at the extraordinary general meeting of shareholders held on July 15, 2022. Approximately 75.13% of total outstanding shares voted.
Nine proposals were considered and voted upon by ITHAX’s shareholders at the extraordinary general meeting, all of which were approved. The formal results of the vote will be included in a Current Report on Form 8-K to be filed by with the U.S. Securities and Exchange Commission by ITHAX.
The transaction includes a $70 million, 100% common equity PIPE at $10 per share, which has already been funded at the same valuation as ITHAX’s shareholders, anchored by value-savvy institutional and strategic investors.
Pursuant to the Business Combination, at the closing, Mondee will merge with ITHAX and the combined company’s name will be Mondee Holdings, Inc. (“New Mondee”). Following the closing, ITHAX’s ordinary shares will convert to shares of common stock of New Mondee, and New Mondee’s common stock and warrants are expected to trade on the Nasdaq under the ticker symbol “MOND” and “MONDW”, respectively.
About ITHAX Acquisition Corp:
ITHAX Acquisition Corp., a Cayman Islands exempted company (NASDAQ: ITHX), is a blank check company formed by the founder of Ithaca Capital Partners (“Ithaca”) and the principals of AXIA Ventures Group Limited (“AXIA”). Ithaca is a real estate investment manager with focus on deep-value hospitality investments in the United States, Latin America and Caribbean. AXIA is a leading, independent, privately-owned investment bank founded in 2008 that provides services in more than 20 countries through its offices in New York, Milan, Athens, and Nicosia. For more information, please visit https://ithaxacquisitioncorp.com.
About Mondee Holdings II, Inc.:
Mondee Holdings II, Inc. is a group of leading travel technology, service, and content companies driving disruptive innovative change in the leisure and corporate travel markets. They deliver a revolutionary technology platform of SaaS, mobile, and cloud products and services to a global customer base, processing over 50 million daily searches and multi-billion dollars of transactional volume yearly. Founded in 2011, Mondee is headquartered in Silicon Valley, California, with 17 offices in the USA and Canada, and operations in India, Thailand, and Ireland. On December 20, 2021, Mondee entered into a definitive business combination agreement with ITHAX Acquisition Corp. (Nasdaq: ITHX) that is expected to result in Mondee becoming a publicly listed company on Nasdaq under the ticker symbol “MOND”. For more information, please visit https://www.mondee.com.
Forward-Looking Statements:
Certain statements in this document may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the proposed business combination between ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 366718 (“ITHAX”) and Mondee Holdings II, Inc., a Delaware corporation (“Mondee”), ITHAX’s and Mondee’s ability to consummate the transaction, the expected closing date for the transaction, the benefits of the transaction and the public company’s future financial performance following the transaction, as well as ITHAX’s and Mondee’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used herein, including any oral statements made in connection herewith, the words “anticipates,” “approximately,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecast,” “future, ” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “propose,” “should,” “seeks,” “will,” or the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by both ITHAX and its management, and Mondee and its management, as the case may be, are inherently uncertain. Except as otherwise required by applicable law, ITHAX disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. ITHAX cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of ITHAX. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination; (2) the outcome of any legal proceedings that may be instituted against ITHAX, Mondee, the combined company or others following the announcement of the business combination and any definitive agreements with respect thereto; (3) the inability to complete the business combination due to the failure to obtain approval of the shareholders of ITHAX, to obtain financing to complete the business combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (5) the ability to meet stock exchange listing standards following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations of ITHAX or Mondee as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the business combination; (10) the possibility that ITHAX, Mondee or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on the combined company’s business and/or the ability of the parties to complete the proposed business combination; (12) Mondee’s estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; (13) adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside the control of the parties; (14) significant fluctuations in the combined company’s operating results and rates of growth; (15) dependency on the combined company’s relationships with travel agencies, travel management companies and other travel businesses and third parties; (16) payment-related risks; (17) the combined company’s failure to quickly identify and adapt to changing industry conditions, trends or technological developments; (18) unlawful or fraudulent activities in the combined company’s operations; (19) any significant IT systems-related failures, interruptions or security breaches or any undetected errors or design faults in IT systems of the combined company; (20) exchange rate fluctuations; and (21) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary” in ITHAX’s final prospectus relating to its initial public offering dated February 1, 2021 and in subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”), including the registration statement on Form S-4 relating to the business combination that ITHAX filed with the SEC on March 21, 2022, as amended by that Amendment No. 1 to Form S-4, filed with the SEC on April 26, 2022, that Amendment No. 2 to Form S-4, filed with the SEC on May 20, 2022, that Amendment No. 3 to Form S-4, filed with the SEC on June 7, 2022, that Amendment No. 4 to Form S-4, filed with the SEC on June 13, 2022, that Amendment No. 5 to Form S-4 filed with the SEC on June 21, 2022, and that Amendment No. 6 to Form S-4 filed with the SEC on June 24, 2022, which includes a prospectus/proxy statement of ITHAX (the “Registration Statement”). The Registration Statement was declared effective by the SEC on June 27, 2022 and the definitive proxy statement/prospectus was mailed to ITHAX’s shareholders on or about June 27, 2022. There may be additional risks that neither ITHAX nor Mondee presently know of or that ITHAX or Mondee currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Author and any of their affiliates, directors, officers and employees expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
In connection with the proposed business combination, ITHAX filed the Registration Statement with the SEC. The Registration Statement was declared effective by the SEC on June 27, 2022. A definitive proxy statement/prospectus was mailed to the shareholders of ITHAX on or about June 27, 2022. ITHAX also plans to submit or file other documents with the SEC regarding the proposed transaction. INVESTORS AND SHAREHOLDERS OF ITHAX ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION, WHICH WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Mondee and ITHAX once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.
Additional Information about the Business Combination and Where to Find It:
Additional information about the proposed business combination, including a copy of the business combination agreement and investor presentation, was disclosed in a Current Report on Form 8-K that ITHAX filed with the SEC on December 20, 2021 and is available at www.sec.gov. In connection with the proposed business combination, ITHAX filed the Registration Statement. The Registration Statement was declared effective by the SEC on June 27, 2022 and the definitive proxy statement/prospectus was mailed to ITHAX shareholders on or about June 27, 2022. Additionally, ITHAX will file other relevant materials with the SEC in connection with the proposed business combination of ITHAX with Mondee. The materials to be filed by ITHAX with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Investors and security holders of ITHAX are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination.
Participants in Solicitation:
ITHAX, Mondee, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of ITHAX in connection with the proposed transaction. Information about the directors and executive officers of ITHAX is disclosed in ITHAX’s initial public offering prospectus, which was filed with the SEC on February 1, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Contacts
Media:
For Mondee:
Media
MondeePR@ICRinc.com
Investor Relations
MondeeIR@ICRinc.com
For ITHAX:
Investor Relations
info@ithaxacquisitioncorp.com