Mondee Holdings, Inc. (Form: 8-K/A, Received: 09/07/2022 17:12:14)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 18, 2022

MONDEE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39943		88-3292448
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

10800 Pecan Park Blvd.

Suite 315

Austin, Texas 78750

(Address of principal executive offices)(Zip Code)

(Registrant’s telephone number, including area code): (650) 646-3320

(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 Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.001 par value per share	MOND	The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	MONDW	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. ¨

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this “Amendment No. 1”) amends Item 9.01 of the Current Report on Form 8-K filed by Mondee Holdings, Inc. (the “Company”) on July 20, 2022 (the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination. This Amendment No. 1 amends (i) Item 9.01(a) in the Original Report to include the condensed consolidated financial statements of Mondee Holdings II, Inc. as of and for the fiscal quarter ended June 30, 2022 and 2021 and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Mondee Holdings II, Inc. for the fiscal quarter ended June 30, 2022 and (ii) Item 9.01(b) in the Original Report to include the unaudited pro forma condensed combined financial information of the Company as of the three and six months ended June 30, 2022 and for the year ended December 31, 2021. This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report.

Capitalized terms used but not defined herein have the meanings given in the Original Report.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The condensed consolidated financial statements of Mondee Holdings II, Inc. as of and for the fiscal quarter ended June 30, 2022 and 2021 and related notes are filed herewith as Exhibit 99.1 and incorporated herein by reference.

Also included herewith as Exhibit 99.2 and incorporated herein by reference is the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Mondee Holdings II, Inc. for the fiscal quarter ended June 30, 2022.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the Company as of the three and six months ended June 30, 2022 and for the year ended December 31, 2021 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.		Description
99.1		Condensed Consolidated Financial Statements of Mondee Holdings II, Inc. as of and for the fiscal quarter ended June 30, 2022 and 2021 (unaudited).
99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations for Mondee Holdings II, Inc. for the fiscal quarter ended June 30, 2022.
99.3		Unaudited Pro Forma Condensed Combined Financial Information as of the three and six months ended June 30, 2022 and for the year ended December 31, 2021.
104		Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments).

- 2 -

SIGNATURES

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.

	MONDEE HOLDINGS, INC.

Dated: September 7, 2022	By:	/s/ Daniel Figenshu
	Name:	Daniel Figenshu
	Title:	Chief Financial Officer

- 3 -

Exhibit 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholder of Mondee Holdings II, Inc. and Subsidiaries

Opinion on the consolidated financial statements

We have audited the accompanying consolidated balance sheets of Mondee Holdings II, Inc. and Subsidiaries (the Company) as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive loss, stockholder’s equity (deficit), and cash flows for each of the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KNAV P.A.
KNAV P.A.

We have served as the Company's auditor since 2021.
Atlanta, Georgia
March 19, 2022

Mondee Holdings II, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets
(In thousands, except stock and par value data)

	June 30, 2022			December 31, 2021
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	10,932		$	15,506
Restricted short-term investments			8,476			8,484
Accounts receivable, net of allowance of $4,998, and $5,005 as of June 30, 2022 and December 31, 2021, respectively			20,260			10,178
Contract assets, net of allowance of $1,000 as of June 30, 2022 and December 31, 2021			8,110			3,935
Prepaid expenses and other current assets			12,421			2,588
Total current assets		$	60,199		$	40,691
Property and equipment, net			10,029			8,874
Goodwill			66,420			66,420
Intangible assets, net			60,539			63,708
Loan receivable from related party			22,310			22,054
Operating lease right-of-use assets			2,275			—
Other non-current assets			1,994			1,588
TOTAL ASSETS		$	223,766		$	203,335
Liabilities and Stockholder’s Deficit
Current liabilities
Accounts payable			29,740			19,529
Amounts payable to related parties			1,552			716
Paycheck Protection Program (PPP) and other government loans, current portion			50			338
Accrued expenses and other current liabilities			21,743			10,354
Deferred revenue			6,743			6,450
Long-term debt, current portion			15,454			11,063
Total current liabilities		$	75,282		$	48,450
Deferred income taxes			604			512
Note payable to related party			195			193
PPP and other government loans excluding current portion			199			1,915
Long-term debt excluding current portion			166,097			162,170
Deferred revenue excluding current portion			13,138			14,288
Operating lease liabilities excluding current portion			1,648			—
Other long-term liabilities			2,543			2,632
Total liabilities		$	259,706		$	230,160
Commitments and contingencies (Note 6)
Stockholder’s deficit:
Common stock – $0.01 par value; 1,000 stock authorized, 1 stock issued and outstanding			—			—
Additional paid-in capital			163,626			163,465
Accumulated other comprehensive loss			(445)			(273)
Accumulated deficit			(199,121)			(190,017)
Total stockholder’s deficit		$	(35,940)		$	(26,825)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT		$	223,766		$	203,335

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

Mondee Holdings II, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations
(In thousands)
(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenues, net		$	42,650		$	23,557		$	80,303		$	37,051
Operating expenses:
Marketing expenses			25,847			12,833			49,018			21,075
Sales and other expenses, including non-employee stock-based compensation of $0, $2, $6, and $2 respectively			3,554			3,130			6,378			4,337
Personnel expenses, including stock-based compensation of $81, $3,769, $155, and $3,769 respectively			5,752			8,527			11,324			12,662
General and administrative expenses			2,025			1,228			4,465			2,915
Information technology expenses			1,158			1,088			2,464			2,113
Provision for doubtful accounts receivable and contract assets			(121)			758			86			1,593
Depreciation and amortization			2,769			3,305			5,586			6,520
Total operating expenses			40,984			30,869			79,321			51,215
Income (loss) from operations			1,666			(7,312)			982			(14,164)
Other income (expense):
Interest income			134			128			261			252
Interest expense			(6,601)			(5,813)			(12,830)			(11,362)
Gain on extinguishment of PPP loan			2,009			—			2,009			—
Other expense, net			915			(26)			764			(35)
Total other expense, net			(3,543)			(5,711)			(9,796)			(11,145)
Loss before income taxes		$	(1,877)		$	(13,023)		$	(8,814)		$	(25,309)
Provision for income taxes			(236)			(55)			(290)			(120)
Net loss		$	(2,113)		$	(13,078)		$	(9,104)		$	(25,429)

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

Mondee Holdings II, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss
(In thousands)
(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Net loss		$	(2,113)		$	(13,078)		$	(9,104)		$	(25,429)
Other comprehensive loss, net of tax:
Currency translation adjustment			57			(31)			(172)			(92)
Comprehensive loss		$	(2,056)		$	(13,109)		$	(9,276)		$	(25,521)

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

Mondee Holdings II, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholder’s Deficit
For the Three and Six months ended June 30, 2022 and 2021
(In thousands, except stock and par value data)
(unaudited)

	Common Stock					Additional Paid-in-Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholder’s Deficit
	Shares		Amount
Balance at March 31, 2021		1		$	—		$	159,529		$	(23)		$	(163,463)		$	(3,957)
Stock based compensation		—			—			3,771			—			—			3,771
Currency translation adjustment		—			—			—			(31)			—			(31)
Net loss		—			—			—			—			(13,078)			(13,078)
Balance at June 30, 2021		1			—			163,300			(54)			(176,541)			(13,295)

	Common Stock					Additional Paid-in-Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholder’s Deficit
	Shares		Amount
Balance at December 31, 2020		1		$	—		$	159,529		$	38		$	(151,112)		$	8,455
Stock based compensation		—			—			3,771			—			—			3,771
Currency translation adjustment		—			—			—			(92)			—			(92)
Net loss		—			—			—			—			(25,429)			(25,429)
Balance at June 30, 2021		1		$	—		$	163,300		$	(54)		$	(176,541)		$	(13,295)

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

Mondee Holdings II, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholder’s Deficit
For the Three and Six months ended June 30, 2022 and 2021
(In thousands, except stock and par value data)
(unaudited)

	Common Stock					Additional Paid-in-Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholder’s Deficit
	Shares		Amount
Balance at March 31, 2022		—		$	—		$	163,545		$	(502)		$	(197,008)		$	(33,965)
Stock based compensation		—			—			81			—			—			81
Currency translation adjustment		—			—			—			57			—			57
Net loss		—			—			—			—			(2,113)			(2,113)
Balance at June 30, 2022		—		$	—		$	163,626		$	(445)		$	(199,121)		$	(35,940)

	Common Stock					Additional Paid-in-Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholder’s Deficit
	Shares		Amount
Balance at December 31, 2021		1		$	—		$	163,465		$	(273)		$	(190,017)		$	(26,825)
Stock based compensation		—			—			161			—			—			161
Currency translation adjustment		—			—			—			(172)			—			(172)
Net loss		—			—			—			—			(9,104)			(9,104)
Balance at June 30, 2022		—		$	—		$	163,626		$	(445)		$	(199,121)		$	(35,940)

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

Mondee Holdings II, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)

	Six Months Ended June 30,
	2022			2021
Cash flows from operating activities
Net loss		$	(9,104)		$	(25,429)
Adjustments to reconcile net loss to net cash provided by / (used in) operating activities
Depreciation and amortization			5,586			6,520
Deferred taxes			92			92
Provision for doubtful accounts receivable and contract assets			86			1,593
Stock-based compensation			161			3,771
Amortization of loan origination fees			1,638			873
Payment in kind interest expense			6,840			7,169
Gain on Forgiveness of PPP Loan			(2,009)			—
Change in the estimated fair value of earn-out consideration			(595)			194
Changes in operating assets and liabilities
Accounts receivable			(10,168)			(4,084)
Contract assets			(4,175)			2,051
Prepaid expenses and other current assets			(8,990)			6
Operating lease right-of-use assets			(76)			—
Other non-current assets			(662)			(357)
Amounts payable to related parties, current portion			836			798
Accounts payable			10,211			3,299
Accrued expenses and other current liabilities			11,224			2,984
Deferred revenue			(857)			(1,290)
Operating lease liabilities			121			—
Other long term liabilities			5			—
Net cash provided by (used in) operating activities			164			(1,810)
Cash flows from investing activities
Capital expenditure			(3,472)			(2,089)
Sale of restricted short term investments			—			280
Net cash used in investing activities			(3,472)			(1,809)
Cash flows from financing activities
Repayments of long-term debt			(259)			(196)
Repayment of short-term debt			—			(191)
Proceeds from PPP and other government loans			—			3,592
Payment of deferred offering costs			(835)			—
Net cash (used in) / provided by financing activities			(1,094)			3,205
Effect of exchange rate changes on cash, cash equivalents and restricted cash			(172)			(92)
Net decrease in cash, cash equivalents and restricted cash			(4,574)			(506)
Cash, cash equivalents and restricted cash at beginning of period			15,506			31,525
Cash, cash equivalents and restricted cash at end of period		$	10,932		$	31,019
Supplemental cash flow information:
Cash paid for interest		$	94		$	102
Non-cash investing and financing activities
Deferred financing costs in accrued expenses and other current liabilities at period end		$	8,125		$	—

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

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

1. NATURE OF OPERATIONS

Mondee Holdings II, Inc., a wholly owned subsidiary of Mondee Holdings, LLC (“Holdings”, “Parent”), is a Delaware corporation formed on April 25, 2012. We refer to Mondee Holdings II, Inc. and its subsidiaries collectively as “Mondee,” the “Company,” “us,” “we” and “our” in these condensed consolidated financial statements. Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. Mondee provides state-of-the art technologies, operating systems and services that modernize travel market transactions to better serve travelers seeking enhanced life-style choices directly or through travel affiliates. These technology-led platforms, combined with Mondee’s distribution network, access to global travel inventory and its extensive, negotiated travel content, create a modern travel marketplace. The Company believes this modern travel marketplace provides enhanced options to the increasingly discerning traveler, on efficient consumer-friendly distribution platforms that support its travel supplier partners in utilizing highly perishable travel inventory. In addition to the rapid development of a modern travel marketplace, Mondee is increasingly focused on expanding its marketplace to the gig economy segment of the travel market. The Company believes gig workers are seeking more flexible, diverse content travel services and that its platform is well suited to serve them. The Company also offers a new subscription incentive-based behavioral change platform that is designed to be user-friendly to make booking business trips rewarding for both the traveler and the corporation.

Basis of presentation

The condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting.

The condensed consolidated financial statements as of June 30, 2022 and accompanying notes are unaudited. The condensed consolidated balance sheet as of December 31, 2021, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021, which provide a more complete discussion of the Company’s accounting policies and certain other information. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of June 30, 2022 and the results of operations for the three and six months ended June 30, 2022 and 2021 and the results of cash flows for the six months ended June 30, 2022 and 2021. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

There have been no changes in accounting policies during the six months ended June 30, 2022 from those disclosed in the annual consolidated financial statements and related notes for the year ended December 31, 2021, except as described in “Recently Adopted Accounting Pronouncements” below.

Special Purpose Acquisition Company

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

company and wholly owned subsidiary of ITHAX, Ithax Merger Sub II (“Second Merger Sub”), LLC a Delaware limited liability company and wholly owned subsidiary of ITHAX. On July 18, 2022, First Merger Sub merged with and into Mondee, with Mondee surviving such merger as a wholly owned subsidiary of Mondee Holdings, Inc. (the “First Merger”), and at the time the First Merger became effective, immediately following the First Merger, Mondee merged with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of Mondee Holdings, Inc. (“the Second Merger”). The surviving company was renamed to Mondee Holdings, Inc. (“New Mondee”).

Upon consummation of the First Merger, Second Merger, and the PIPE Financing, the most significant change in the Company’s future reported financial position and results was an estimated increase in cash (as compared to Mondee’s condensed consolidated balance sheet at June 30, 2022) of $70,000.

Subject to the terms of the BCA, all of the issued and outstanding shares of Mondee Holdings LLC were converted into an aggregate of (i) 60,800,000 shares of Common Stock, par value $0.0001 per share of New Mondee (the“Surviving Company”) at a deemed value of $10.00 per share and (ii) the contingent right to receive during the earnout period certain additional shares of the Company’s common stock as specified in the BCA, in three equal tranches of 9,000,000 shares of the Company’s Common Stock, upon the satisfaction of certain price targets set forth in the BCA. The transaction provided all holders of the Company’s Common Stock with shares of Common Stock of the continuing public company.

The Company’s basis of presentation within these condensed consolidated financial statements do not reflect any adjustment as a result of the Business Combination closing. The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, ITHAX was treated as the acquired company for financial statement reporting purposes.

Going concern

The Company has prepared its condensed consolidated financial statements assuming that the Company will continue as a going concern. The Company is required to make debt repayments aggregating to $15,454 and $9,128 up to June 30, 2023 and June 30, 2024, respectively. As of June 30, 2022, current liabilities are $75,282 and current assets are $60,199. Given that the Company has historically generated recurring net losses, it may be unable to make such specified debt repayments from operations when the balance is due. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As of June 30, 2022 the Company has $10,932 of un-restricted cash and $15,000 in unused line of credit. Upon completion of the Business Combination with ITHAX in July 2022 the Company’s consolidated cash balance increased due to the PIPE investments of $70,000, cash held by ITHAX of $157, and $8,351 net of redemptions. The increase was offset by a modified debt facility with TCW Asset Management Company LLC (“TCW”) which entailed a prepayment of some of its obligations totaling $41,200 in July 2022, refer to Note 13. The Company is also required to make various payments including SPAC transaction costs incurred and deferred underwriting commissions aggregating to $28,680 upon the close of the Business Combination. Further, for the six months ended June 30, 2022, the Company generated positive cash flows from operating activities and expects to continue for the next 12 months, despite the increases in costs of operating as a public company such as recurring audit fees and legal services.

As of the date on which these condensed consolidated financial statements were available to be issued, we believe that the cash on hand, cash generated from operating activities, available line of credit, and additional investments obtained through the Business Combination will satisfy the Company’s working capital and capital requirements for at least the next twelve months and accordingly, substantial doubt about the Company’s ability to continue as a going concern is alleviated.

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

COVID-19

During 2020, the COVID-19 pandemic had severely restricted the level of economic activity around the world and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. The spread of new variants of COVID-19 has caused uncertainty as to when restrictions will be lifted, if additional restrictions may be initiated or reimposed, if there will be permanent changes to travel behavior patterns, and the timing of distribution and administration of COVID-19 vaccines and other medical interventions globally. Overall, the full duration and total impact of COVID-19 remains uncertain, and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward.

Even though there have been some improvements in the economic and operating conditions for our business since the outset of the COVID-19 pandemic, we cannot predict the long-term effects of the pandemic on our business or the travel and restaurant industries as a whole. If the travel industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to our operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers.

Given the severe downturn in the global travel industry and the financial difficulties faced by many of our travel service providers, customers and marketing affiliates, we have increased our provision for allowance for doubtful accounts on receivables from our travel service providers and marketing affiliates. Moreover, due to the high level of cancellations of existing reservations, we have incurred, and may continue to incur, higher than normal cash outlays on chargebacks for prepaid reservations, including certain situations where we have already transferred the prepayment to the travel service provider. Any material increases in our allowance for doubtful accounts and chargebacks would have a corresponding adverse effect on our results of operations and related cash flows.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Other than policies noted below, there have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020.

Use of estimates

The preparation of the condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, the determination of the incremental borrowing rate used for operating lease liabilities, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long-lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies.

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.

Certain risks and concentrations

Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company does not consider there to be significant concentration of credit risk relating to accounts receivable. The Company’s cash and cash equivalents are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprises of amounts due from affiliates, airline companies and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts.

Deferred offering costs

Deferred offering costs, which consist of direct incremental legal, consulting, and accounting fees and printer costs relating to an anticipated public offering, are capitalized and will be offset against proceeds upon the consummation of the offering. As of June 30, 2022 the Company had $8,960 of deferred offering costs related to the SPAC transaction in prepaid expenses and other currents assets on the condensed consolidated balance sheets. No amounts were capitalized as of December 31, 2021.

Recently adopted accounting pronouncements

On January 1, 2022, the Company adopted FASB ASU No. 2016-02, Leases (Topic 842), which requires recognition of right-of-use (“ROU”) assets and lease liabilities for most leases on the Company’s condensed consolidated balance sheet. The Company adopted Topic 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11. As a result, the Company was not required to adjust its comparative periods’ financial information for effects of the standard or make the new required lease disclosures for the periods before the date of adoption (i.e., January 1, 2022). The Company elected the package of practical expedients which allowed the Company not to reassess (1) whether existing or expired contracts, as of the adoption date, contain leases, (2) the lease classification for existing leases, and (3) whether existing initial direct costs meet the new definition. The Company also elected the practical expedient to not separate lease and non-lease components for its facility leases. The Company notes that adopting the new standard resulted in recording a lease liability and right-of-use asset associated with the Company’s facility lease agreement totaling $2,282 and $2,200, respectively as of January 1, 2022.

Recent accounting pronouncements not yet adopted

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” or ASU No. 2016-13. The amendments in

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

ASU No. 2016-13 introduce an approach based on expected losses to estimated credit losses on certain types of financial instruments, modify the impairment model for available-for-sale debt securities and provide for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company January 1, 2023, with early application permitted. The Company is evaluating the impact of adopting this new accounting guidance on its consolidated financial statements.

3. FAIR VALUE MEASUREMENT

The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period.

The following table sets forth the Company’s financial liabilities that were measured at fair value, on a recurring basis:

	June 30, 2022
	Level 1		Level 2			Level 3			Total
Liabilities
Earn-out consideration(1)		—		$	—		$	2		$	2

	December 31, 2021
	Level 1			Level 2			Level 3			Total
Liabilities
Earn-out consideration(1)		$	—		$	—		$	597		$	597

(1)

The earn-out consideration represents arrangements to pay the former owners of LBF Travel, Inc. (“LBF”) acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and six months ended June 30, 2022. As of June 30 2022, no payments were made as the Company did not meet the EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) threshold required. Earn-out consideration is included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets.

For Level 3 earn-out consideration, the Company assesses the fair value of expected earn-out consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earn-out consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earn-out. The earn-out consideration is included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. Change in the fair value of earn-out consideration is reflected in our condensed consolidated statements of operations. Changes to the unobservable inputs do not have a material impact on the Company’s condensed consolidated financial statements.

Roll-forward of Level 3 Recurring Fair Value Measurements

The following table summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3):

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Balance, beginning of period		$	762		$	540		$	597		$	332
Change in the estimated fair value of earn-out consideration			(760)			(14)			(595)			194
Balance, end of the period		$	2		$	526		$	2		$	526

The fair value of Company’s short term financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated their carrying values as of June 30, 2022 and December 31, 2021, due to their short-term nature. The Company’s restricted short-term investments are certificate of deposits held at banks and it is management’s intent to hold to maturity. As such, the Company records restricted short-term investments, long-term debt, and long-term debt due from related parties on an amortized cost basis.

There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the three and six-month period ended June 30, 2022 and for the year ended December 31, 2021.

Assets Measured at Fair Value on a Nonrecurring Basis

Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur.

For the three and six months ended June 30, 2022 and June 30, 2021, the Company has not recorded any impairment charges on non-financial assets.

4. REVENUE

Disaggregation of revenue

The Company believes that the disaggregation based on the reportable segments best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market, and other factors. As described below in Note 10, the Company has two reportable segments, Travel Marketplace and SAAS Platform.

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenue from Travel Marketplace		$	42,397		$	23,467		$	79,758		$	36,617
Revenue from SAAS Platform			253			90			545			434
		$	42,650		$	23,557		$	80,303		$	37,051

Contract balances

The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, contract assets and contract liabilities on the condensed consolidated balance sheets.

Contract assets include unbilled amounts resulting from contracts in which revenue is estimated and accrued based upon measurable performance targets defined at contract inception.

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

Contract liabilities, discussed below, are referenced as “deferred revenue” on the condensed consolidated balance sheets and disclosures. Cash received that are contingent upon the satisfaction of performance obligations are accounted for as deferred revenue. Deferred revenue primarily relates to advance received from GDS service provider for bookings of airline tickets in future.

The opening and closing balances of accounts receivable and deferred revenue are as follows:

	Accounts Receivable			Contract Asset			Deferred Revenue
Ending Balance as of December 31, 2021			10,178			3,935			(20,738)
Increase/(decrease), net			10,082			4,175			857
Ending Balance as of June 30, 2022		$	20,260		$	8,110		$	(19,881)

As of December 31, 2021, the deferred revenue balance was $20,738, of which $3,303 was recognized as revenue during the six months ended June 30, 2022.

5. INCOME TAXES

We have assessed our ability to realize our deferred tax assets and have recorded a valuation allowance against such assets to the extent that, based on the weight of all available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In assessing the likelihood of future realization of our deferred tax assets, we placed significant weight on our history of generating tax losses, including in the first six months of 2022. As a result, we have a full valuation allowance against our net deferred tax assets. We expect to maintain a full valuation allowance for the foreseeable future.

We determine our provision for income taxes for interim periods using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete items. The tax expense arising on account of the tax amortization of an indefinite lived intangible asset and the state minimum taxes is calculated based on the discrete approach.

The effective income tax rate was (9.75)% and (2.98)% on the pre-tax loss for the three and six months ended June 30, 2022, respectively, and (0.39)% and (0.47)% for the three and six months ended June 30, 2021, respectively.

The effective tax rate differs from the U.S. statutory rate primarily due to the full valuation allowances on the Company’s net domestic deferred tax assets as it is more likely than not that all of the deferred tax assets will not be realized.

6. COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of June 30, 2022 the Company currently has two outstanding legal claims that may have an adverse material impact.

Litigation Relating to LBF Acquisition. In the federal court action, Thomas DeRosa, a shareholder of LBF Travel Management Corp. (f/k/a LBF Travel, Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The case remains pending in Federal court. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible amount of any such payments cannot be made.

On October 13, 2021, Mondee received a summons from Global Collect Services B.V. (“Ingenico”) to appear in the District Court of Amsterdam with respect to a claim of $548 for past dues and outstanding invoices, fees, plus interest and costs of collection. The Company is in current discussions to settle this lawsuit.

Letters of Credit

The Company had $7,119 secured letters of credit outstanding as of June 30, 2022. These primarily relate to securing the payment for the potential purchase of airline tickets in the ordinary course of business and are collateralized by term deposits and money market funds The following table presents our material contractual obligations as of June 30, 2022.

	By Period
Total	Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years
7,119		7,069		50		—		—

7. OPERATING LEASES

The Company leases various office premises and facilities under non-cancelable operating leases that expire at various dates through March 2030. Some of the Company’s leases contain one or more options to extend. The Company considers options to extend the lease in determining the lease term.

Prior to the adoption of ASC 842, rent expense on operating leases was recognized on a straight-line basis over the term of the lease. In addition, certain of the Company’s operating lease agreements for office space also include rent holidays and scheduled rent escalations during the initial lease term. The Company recorded the rent holidays as a deferred rent within other liabilities on the condensed consolidated balance sheets. The Company expects to record deferred rent liability and scheduled rent increase on a straight-line basis into rent expense over the lease term commencing on the date the Company took possession of the leased space.

Operating lease expense for the three and six months ended June 30, 2022 was $383 and $679, respectively and $371 and $803 for the three and six months ended June 30, 2021, respectively. The Company records operating lease expense in the condensed consolidated statement of operation within general and administrative expenses.

On adoption of topic ASC 842 “Leases”, supplemental balance sheet information as of June 30, 2022 related to operating leases is shown below:

	As of June 30, 2022
Reported as:		$
Assets:
Operating lease right-of-use assets		$	2,275
Liabilities:
Accrued expenses and other current liabilities		$	808
Operating lease liabilities, non-current			1,648
Total operating lease liabilities		$	2,456

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

As of June 30, 2022, the weighted-average remaining lease term and weighted-average discount rate for operating leases is 4.94 years and 11.33% respectively.

Supplemental cash flow information as of June 30, 2022 related to operating leases are as follows:

	For Six months ended June 30, 2022
Cash paid within operating cash flows		$	140
Operating lease right-of-use assets recognized in exchange for new operating lease obligations			2,888

As of June 30, 2022, the future minimum lease payments under non-cancelable operating leases are as follows:

	As of June 30, 2022
2022 (remaining six months)		$	625
2023			718
2024			566
2025			252
2026			219
Thereafter			438
Total operating lease payments			2,818
Less: Imputed interest			(362)
Total operating lease liabilities		$	2,456

8. EMPLOYEE BENEFIT PLAN

The Company sponsors several 401(k) defined contribution plans covering its employees in the United States of America. A management committee determines matching contributions made by the Company annually. Matching contributions are made in cash and were $0 during the three and six months ended June 30, 2022 and $3 and $4 during the three and six months ended June 30, 2021, respectively.

The Company’s Gratuity Plan in India (the “India Plan”) provides for a lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. Liabilities with regard to the India Plan are determined by actuarial valuation using the projected unit credit method. Current service costs for these plans are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans are recognized and reported as personnel expenses in the condensed consolidated statement of operations.

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

Components of net periodic benefit costs, were as follows:

Particulars	Three Months Ended June 30,				Six Months Ended June 30,
Particulars	2022		2021		2022		2021
Current service cost		2		15		23		36
Interest cost		2		7		8		12
Net actuarial gain recognized in the period		(12)		(68)		(15)		(71)
(Income)/Expenses recognized in the condensed consolidated statement of operations		(8)		(46)		16		(23)

The components of actuarial gain on retirement benefits are as follows:

Particulars	Three Months Ended June 30,				Six Months Ended June 30,
Particulars	2022		2021		2022		2021
Actuarial gain for the period obligation		12		68		15		71
Actuarial (gain)/loss for the period plan assets		—		—		—		—
Total actuarial gain on obligation		12		68		15		71

9. RELATED PARTY TRANSACTIONS

Related Parties with whom transactions have taken place during the year:

Mondee Holdings LLC — Parent Company

Prasad Gundumogula — Chief Executive Officer (“CEO”)

Metaminds Software Solutions Ltd (“Metaminds Software”) — Affiliate entity

Metaminds Technologies Pvt Ltd (“Metaminds Technologies”) — Affiliate entity

Metaminds Global Solutions Inc. (“Metaminds Global”) — Affiliate entity

Mondee Group LLC — Affiliate entity

Mike Melham — VP of Product Implementation

Summary of balances due to and from related parties and transactions are as follows:

Balances as at Year End	June 30, 2022		December 31, 2021
Amount payable to related party
Metaminds Software		—		—
Metaminds Technologies		196		196
Metaminds Global		317		317
Mondee Group LLC(a)		1,039		203
Loan receivable from Related Party
Mondee Group LLC(b)		22,310		22,054
Note Payable to Related Party
Note payable to CEO(c)		195		193

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
Transactions with Related Parties	2022		2021		2022		2021
Offshore IT, sales support and other services from
Metaminds Software(e)		—		48		—		83
Metaminds Technologies(e)		—		29		54		87
Metaminds Global(e)		—		56		78		95
Offshore software development services from
Metaminds Software(e)		—		190		—		330
Metaminds Technologies(e)		—		113		216		347
Metaminds Global(e)		—		224		312		378
Interest Income from Mondee Group Loan(b)		129		126		256		250
Service fee from Mondee Group LLC(a)		974		—		1,941
Rent expense – from Mike Melham(d)		16		16		33		33
Rent expense – from Metaminds Software(f)		58		—		58		—

(a)

Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC, in exchange for a service fee equal to 10% of the revenue derived from the sale of such airline tickets. Mondee Group, LLC, led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline.

(b)

The Company has a secured promissory note receivable from Mondee Group LLC, bearing an interest rate of 2.33% compounded annually, with a 10-year term, and is secured by 14,708 Class A units in Parent. The note is due the earlier of March 25, 2026, or the occurrence of a change in control event. The note was amended and settled subsequently as explained in note 13.

(c)

The Company has a note payable to the CEO amounting to $195 and $193 as of June 30, 2022 and December 31, 2021, respectively, and is included in loan payable to related party on the condensed consolidated balance sheets. The loan is collateralized and carries an interest rate of 2% per annum. Principal and interest are due on demand.

(d)

The Company currently rents two office spaces from Mike Melham, the Company’s VP of Product Implementation. The lease commencement date for both the leases was January 01, 2020. Each lease has a term of five years. The monthly minimum base rents are immaterial.

(e)

Prior to acquisition of certain assets and liabilities of Metaminds Technologies, which is reflected within the subsequent event footnote, Mondee hired all employees of Metaminds Technologies and Metaminds Software in April 2022. There were no services rendered by Metaminds Technologies and Metaminds Software for offshore IT, offshore software development, or sales support for three months ended June 30, 2022.

(f)

The Company currently rents office space from Metaminds Software Solutions Ltd. The lease commencement date for this was April 1, 2022. The lease has a term of 11 months and the monthly minimum base rent is immaterial.

10. SEGMENT INFORMATION

We have the following reportable segments: Travel Marketplace and SAAS Platform. These reportable segments offer different products and services and are managed separately because the nature of products and services, and methods used to distribute the services are different. Our primary operating metric is

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). Assets, liabilities and expenses are reviewed on an entity-wide basis by the CODM, and hence are not allocated to these reportable segments. Segment revenue is reported and reviewed by the CODM on a monthly basis.

Such amounts are detailed in our segment reconciliation below.

	Three Months Ended June 30, 2022
	Travel Marketplace			SAAS Platform		Total
Third-party revenue		$	42,397		253		42,650
Intersegment revenue			—		—		—
Revenue		$	42,397		253		42,650
Adjusted EBITDA		$	4,971		(455)		4,516
Depreciation and amortization			(2,633)		(136)		(2,769)
Stock-based compensation			(81)		—		(81)
Operating Income (loss)		$	2,257		(591)		1,666
Other expense, net							(3,543)
Loss before income taxes							(1,877)
Provision for income taxes							(236)
Net loss							(2,113)

	Three Months Ended June 30, 2021
	Travel Marketplace			SAAS Platform		Total
Third-party revenue		$	23,467		90		23,557
Intersegment revenue			—		—		—
Revenue		$	23,467		90		23,557
Adjusted EBITDA		$	393		(629)		(236)
Depreciation and amortization			(3,165)		(140)		(3,305)
Stock-based compensation			(3,771)		—		(3,771)
Operating loss		$	(6,543)		(769)		(7,312)
Other expense, net							(5,711)
Loss before income taxes							(13,023)
Provision for income taxes							(55)
Net loss							(13,078)

	Six Months Ended June 30, 2022
	Travel Marketplace			SAAS Platform		Total
Third-party revenue		$	79,758		545		80,303
Intersegment revenue			—		—		—
Revenue		$	79,758		545		80,303
Adjusted EBITDA		$	7,737		(1,008)		6,729
Depreciation and amortization			(5,312)		(274)		(5,586)
Stock-based compensation			(161)		—		(161)

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

	Six Months Ended June 30, 2022
	Travel Marketplace			SAAS Platform		Total
Operating Income (loss)		$	2,264		(1,282)		982
Other expense, net							(9,796)
Loss before income taxes							(8,814)
Provision for income taxes							(290)
Net loss							(9,104)

	Six Months Ended June 30, 2021
	Travel Marketplace			SAAS Platform		Total
Third-party revenue		$	36,617		434		37,051
Intersegment revenue					—		—
Revenue		$	36,617		434		37,051
Adjusted EBITDA		$	(2,850)		(1,023)		(3,873)
Depreciation and amortization			(6,233)		(287)		(6,520)
Stock-based compensation			(3,771)		—		(3,771)
Operating loss		$	(12,854)		(1,310)		(14,164)
Other expense, net							(11,145)
Loss before income taxes							(25,309)
Provision for income taxes							(120)
Net loss							(25,429)

Geographic information

The following table represents revenue by geographic area, the United States, and all other countries, based on the geographic location of the Company’s subsidiaries.

	Three Months Ended June 30,
	2022			2021
United States		$	40,372		$	23,294
International			2,278			263
		$	42,650		$	23,557

	Six Months Ended June 30,
	2022			2021
United States		$	76,164		$	36,556
International			4,139			495
		$	80,303		$	37,051

As of June 30, 2022, and December 31, 2021, long-lived assets located outside of the United States were not material.

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

11. COMMON STOCK

Class A — Common stock

The total number of capital stock the Company has authority to issue is 1,000 shares of Class A Common Stock, par value $0.01, of which 1 common stock is issued and outstanding.

Voting

Each holder of common stock is entitled to one vote in respect of each share held by them in the records of the Company for all matters submitted to a vote.

Liquidation

In the event of liquidation of the Company, the holders of common stock shall be entitled to receive all the remaining assets of the Company, after distribution of all preferential amounts, if any. Such amounts will be in proportion to the number of equity shares held by the shareholders.

12. STOCK-BASED COMPENSATION

The Parent may, subject to the approval of the Board of Managers, issue its Class A, B, C, D or F Holdings units to employees, officers, directors, consultants or other service providers of the Company in exchange for services rendered. Specific terms and conditions of such issuances are to be established by the Board of Managers of the Parent.

In February 2021, the Parent’s Board of Managers approved the amended and restated 2013 Class D Incentive Unit Plan. The plan authorizes 91,177,477 Class D Incentive Units for issuance to the Company’s employees. As of June 30, 2022, only Management Incentive Units for Class D units were unvested at the Holdings level.

There were no incentive awards granted during the six months ended June 30, 2022.

As of June 30, 2022, the total unrecognized stock-based compensation expense related to the incentive units outstanding was $943, which is expected to be recognized over a weighted-average service period of three years.

The per unit fair value of Class D incentive awards granted during the year ended December 31, 2021 ranged between $0.002 and $0.13 and was estimated as of grant date using the following assumptions:

			2021 Grants
Expected term (in years)			0 – 2.5
Risk-free interest rate			0.81% – 1.26%
Expected volatility			50.92% – 53.85%
Expected dividend rate			0%
Weighted average contractual life			0 – 2.5

The per unit fair value of the Class D incentive awards granted prior to fiscal year 2021 were estimated at the date of grant using “the Black-Scholes” option pricing model, using the following assumptions:

			2018 Grants
Expected term (in years)			0 – 2.5
Risk-free interest rate			2.9%
Expected volatility			26.0%
Expected dividend rate			0%
Weighted average contractual life			0 – 2.5

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

The following table summarizes the Incentive Units activity for the periods from December 31, 2021 through June 30, 2022:

	Number of Class D Incentive Units Outstanding		Weighted average grant date fair value of units		Weighted average remaining contractual life (Years)		Weighted average exercise price
Unvested – December 31, 2021		10,278,486		0.13		2		0.03
Granted		—		—
Vested		(89,359)		0.002
Forfeited or canceled		(50,000)		—
Unvested – March 31, 2022		10,139,127		0.1		1.75		0.03
Granted		—		—
Vested		(2,490,532)		0.125
Forfeited or canceled		—		—
Unvested – June 30, 2022		7,648,595		0.128		2		0.03

Upon the consummation of the Business Combination on July 18, 2022, all Incentive Units became automatically vested.

13. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

Note Repayment Agreement

On July 18, 2022 the related party loan receivable was settled upon the consummation of the Business Combination by receipt of New Mondee Common Stock and through the acquisition of certain assets and liabilities of Metaminds Technologies Pvt. Ltd. The total amount settled, including interest incurred, was $22,336. The purchase price paid for the acquisition of certain assets and liabilities of Metaminds Technologies Pvt. Ltd was $2,000, and the remaining $20,000 was received in the form of New Mondee Common Stock shares.

Metaminds Asset Purchase Agreement

On July 18, 2022, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Metaminds Technologies Pvt. Ltd., (“Seller”), Prasad Gundunmogula and Madhuri Pasam, and Mondee Group, LLC (“Mondee Group”) where the Company acquired the assets and liabilities of Metaminds Technologies for a purchase consideration of $2,000. Mondee Group is a separate entity that is owned by both Prasad and Madhuri (Prasad’s wife). Metaminds Technologies derives its revenue from providing IT Solutions and Services exclusively to Mondee.

Prasad and Madhuri collectively own all the issued and outstanding shares of the capital stock of Metaminds Technologies and Mondee Group. Prasad is also the CEO of Mondee, Inc., who is expected to own approximately 83% of outstanding common stock of New Mondee. As such, Metaminds and Mondee are entities under common control.

Mondee Holdings II, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)

Due to the short period of time since the purchase date, management is currently evaluating the acquisition date value for major classes of assets and liabilities acquired and resulting from the transaction, including the information required for contingencies.

TCW Amendment

On July 8, 2022, the Company executed a seventh amendment to the financing agreement with TCW, pursuant to which, among other things, (i) TCW consented to the Business Combination, the change of name of the Company from “ITHAX Acquisition Corp.” to “Mondee Holdings, Inc.,” and a further extension of the loan repayment schedule, and (ii) the Company agreed to execute joinders for Mondee Holdings, Inc. and Mondee Holdings II, Inc. to become borrowers under the TCW Agreement. The seventh amendment further provides that the quarterly repayment of interest extending up to September 30, 2022 and the quarterly principal repayment extending to the Closing Date, and extending the date for consummation of the Business Combination to July 31, 2022.

Additionally, the amendment extended the trigger date to issue 3,600,000 of Class G units related to the consummation of the transaction to July 31, 2022. In the event the company completes the consummation of the business by or before July 31, 2022 the company will be subject issue up to 3,000,000 in Class G units which is dependent on the aggregate amount of the loan after giving effect to the business combination.

On July 17, 2022, the Company amended the seventh amendment, pursuant to which, among other things, resulted in the reduction of the prepayment amount from $50,000 to $40,000 upon the consummation of the Business Combination.

On July 18, 2022, the Company approved the Business Combination (see “Special Purpose Acquisition Company” note above), prepaid $40,000 towards the principal amount and incurred a 3% prepayment fee totally $1,200 and issued 3,000,000 Class G units to TCW.

Class D Units Vesting

The incentive units granted in fiscal year 2021 has an accelerated vesting clause in which all unvested inventive units shall become vested upon the sale of the company. At the closing of the Business Combination on July 18, 2022, each unvested Class D unit was immediately accelerated and vested. The company had 7,648,596 of unvested stock units prior to the close of the transaction.

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

As a result of the closing of the Business Combination, the financial statements of Mondee Holdings II, Inc. are now the financial statements of New Mondee. Thus, the following discussion and analysis of our financial condition and results of operations of Mondee Holdings II, Inc. prior to the Business Combination and New Mondee following the completion of the Business Combination should be read together with Mondee Holdings II, Inc.’s consolidated financial statements and the related notes appearing elsewhere in this prospectus. The discussion and analysis should also be read together with the pro forma financial information as of the years ended December 31, 2021 and 2020 included in this prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information.” This discussion includes both historical information and forward-looking statements based upon current expectations that involve risk, uncertainties and assumptions. New Mondee’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section titled “Risk Factors” starting on page 14 and elsewhere in this prospectus. New Mondee’s historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

We are a rapid-growth, technology-first travel marketplace with a portfolio of globally recognized brands in the leisure, retail and corporate travel sectors.

New Mondee provides state-of-the art technologies, operating systems and services that modernize travel market transactions to better serve travelers seeking enhanced life-style choices directly or through travel affiliates. These technology-led platforms, combined with our distribution network, access to global travel inventory and its extensive, negotiated travel content, create a modern travel marketplace, that includes financial technology and insurance, marketing technology, and conversational commerce platforms. The Company believes this modern travel marketplace provides enhanced options to the increasingly discerning traveler, on efficient consumer-friendly distribution platforms that support its travel supplier partners in utilizing highly perishable travel inventory.

In addition to the rapid development of a modern travel marketplace, the Company is increasingly focused on expanding its marketplace to the gig economy segment of the travel market. The Company believes gig workers are seeking more flexible, diverse content travel services and that its platform is well suited to serve them.

From its founding, the Company began building a leading international wholesale travel business through acquisitions and deployment of our technology platform. We have continued to enhance our technology, expand our market reach and increase our travel market penetration with a combination of organic and inorganic initiatives and transactions. Most recently we acquired companies with subscription product, expanded hotel and retail consumer services and additional global content.

The successful execution of this combined organic and inorganic acquisition business strategy has enhanced New Mondee’s modern travel marketplace and we believe positions us well for the emerging travel business opportunities.

We generate revenue primarily from sales of airline tickets and other travel products and have begun adding subscription fees with some services. Primarily all of the Company’s revenue today is generated by providing omni-channel travel services that result in airline ticket and ancillary sales. Revenue is received in the form of ticket markup, supplier commission or ticketing or ancillary fees, fintech revenue, as well as incentive payments from airlines, Global Distribution Systems (“GDS”) service providers, and banks and financial institutions, which New Mondee leverages in its payment processing and settlement platforms. The Company fulfills and settles the reservations booked through affiliated travel agents or directly by travelers.

Historically, we have financed our operations primarily through financing activities, however we did not obtain further financing during the six months ended June 30, 2022. We have raised an aggregate of $0.0 million and $3.6 million for the six months ended June 30, 2022 and 2021, respectively. We incurred a net loss of $9.1 million and our operations provided $0.2 million in cash for the six months ended June 30, 2022. We incurred a net loss of $25.4 million, including the impacts of COVID-19, and used $1.8 million

in cash from operating activities for the six months ended June 30, 2021. We did not acquire any businesses during the six months ended June 30, 2022.

Impact of COVID-19

The continued global pandemic of novel coronavirus (“COVID-19”) has resulted and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. In response to the pandemic, Governments, healthcare and other organizations around the world have imposed, and may impose in the future, various measures, including but not limited to, voluntary and mandatory quarantines, stay-at-home orders, travel restrictions and advisories, limitations on gatherings of people, reduced operations and extended closures of businesses.

With respect to the Company, since our business and prospects are largely dependent on travel transaction volumes, that have and will continue to be adversely affected by these and other measures to mitigate risk associated with COVID-19, our financial results for the year ended December 31, 2020 were significantly and negatively impacted, with a material decline in total revenues, net income, cash flow from operations and Adjusted EBITDA. Mondee withstood these unprecedented impacts in the form of airline and traveler cancellations, customer chargebacks, and refunds. However, we took measures to mitigate or control risks associated with COVID-19 and reduce costs and manage cashflow. In particular, we (a) renegotiated certain terms and conditions of our loans with our lenders to defer interest payments and thereby managed our cash; (b) raised additional capital through external borrowings; (c) restructured accounts payable to accommodate a longer time horizon for payment; and (d) invested in and developed our platform to increase operating efficiencies and to reduce labor expenses. Our financial results for the six months ended June 30, 2022 improved from the negatively impacted fiscal 2020 as the travel industry began to rebound. Revenues for the six months ended June 30, 2022 was $43.3 million higher than the six months ended June 30, 2021 as vaccination rates increased and COVID-19 travel restrictions began to lift around the world.

During 2020, Mondee also applied for and received a loan of $4.3 million from the U.S. Small Business Administration Paycheck Protection Program (“PPP”), all of which was forgiven in August 2021. Mondee and Rocketrip each applied for second tranches of the PPP in January 2021 and received, in aggregate $3.6 million. In November 2021, Rocketrip’s second tranche of $1.6 million was forgiven. In May 2022, Mondee’s second tranche of $2.0 million was forgiven.

A global travel recovery began during the second half of 2021 and is generally continuing into 2022, based somewhat on the development, rapid approval and more widespread use of many COVID-19 vaccines. Nevertheless, notwithstanding widespread vaccine distribution across the world, new variants of COVID-19, such as the Delta and Omicron variants have been identified in the second half of 2021 and early 2022, impacting the pace of the nascent recovery. Accordingly, there remains uncertainty and volatility around the path to full economic and travel recovery from the COVID-19 pandemic due to deployment and adoption of vaccines globally, changing travel restrictions, as well as the potential impact of the new variants of COVID-19. As a result, we are unable to predict accurately the impact that the COVID-19 pandemic will have on the pace of recovery of our business going forward.

See “Risk Factors” for further discussion of the possible impact of COVID-19 on our business.

Business Combination and Public Company Costs

On December 20, 2021, Mondee signed a Business Combination Agreement (“BCA”) with ITHAX Acquisition Corp (“ITHAX”), Ithax Merger Sub I, LLC (“First Merger Sub”), a Delaware limited liability company and wholly owned subsidiary of ITHAX, Ithax Merger Sub II (“Second Merger Sub”), LLC a Delaware limited liability company and wholly owned subsidiary of ITHAX. On July 18, 2022, First Merger Sub merged with and into Mondee, with Mondee surviving such merger as a wholly owned subsidiary of New Mondee (the “First Merger”), and at the time the First Merger became effective, immediately following the First Merger, Mondee merged with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of New Mondee (“the Second Merger”).

The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, ITHAX was treated as the acquired company for financial statement reporting purposes. Upon

consummation of the First Merger, Second Merger, and the PIPE Financing, the most significant change in the Company’s future reported financial position and results was an estimated increase in cash (as compared to Mondee’s condensed consolidated balance sheet at June 30, 2022) of $8.3 million.

The sale of New Mondee securities in the public market, including sales pursuant to this prospectus, or the perception that such sales could occur, could harm the prevailing market price of such securities. These sales, or the possibility that such sales could occur, also might make it more difficult for the Company to sell equity securities in the future at a time and at a price that it deems appropriate. Resales of the Company’s securities may cause the market price of such securities to drop significantly, even if the Company’s business is doing well. Prasad Gundumogula controls 83.1% of outstanding shares, and upon expiration of certain lock-up restrictions entered into in connection with the Business Combination that will expire six months following the Business Combination will be able to sell any or all of such shares for so long as the registration statement of which this prospectus forms a part is available for use. Sale of a significant number of these securities in the public market, or the perception that such sales could occur, could reduce the market price of securities.

Factors affecting our performance

The COVID-19 pandemic has had, and may continue to have, a material impact on the expansion of the global gig economy and remote worker populations, which could provide a material business leverage opportunity for New Mondee with commensurate operating and revenue performance results.

The COVID-19 pandemic caused a fundamental and potentially permanent shift of business practices globally to the adoption of remote and virtual work environments. This, among other generational factors, rapidly increased the proliferation of the global gig economy, creating larger fragmented pools of remote, part- time and home-based gig workers. In many industries, and especially in travel, this has created a significant market white space for remote and home-based business solutions which are largely technology enabled. We believe New Mondee’s micro-services and self-service modern technology platforms and operating systems, combined with its affiliate and travel agent market segment focus, extensive high-value content access and consumer-friendly apps, give us a material early-to-market advantage in this market white space. This may provide us with significant market growth and penetration opportunities for an unpredictable period of time, which could result in a potentially material increase in transactions. Since our financial results and prospects are largely dependent on these transaction volumes we may see a commensurate positive impact on our operating and financial performance.

The COVID-19 pandemic has had, and may continue to have, a material adverse impact on the travel industry, which could materially affect our business, liquidity, financial condition and operating results.

The COVID-19 pandemic and the resulting economic conditions and government orders forced many of our travel suppliers, including airlines and hotels, to pursue cost reduction measures and seek financing, including government financing and support, in order to reduce financial distress and continue operating, and to curtail drastically their service offerings. In addition, the COVID-19 pandemic resulted in a material decrease in business and consumer spending and an unprecedented decline in transaction volumes in the global travel industry. Our financial results are largely dependent on these transaction volumes. As a result, our financial results for the six months ended June 30, 2022 and 2021, and the years ended December 31, 2021 and 2020 were impacted in total revenues, net income, cash flow from operations and Adjusted EBITDA, as compared to 2019. Financial results began to improve in 2021 and continued to trend upward through the first six months ended June 30, 2022.

Our liquidity and ongoing access to capital could be materially and negatively affected by the impacts of the COVID-19 pandemic.

We have incurred negative cash flows from operating activities and significant losses from operations in the past as reflected in our accumulated deficit of $190 million and $199 million as of December 31, 2021 and June 30, 2022, respectively. We believe that the cash on hand, cash generated from operating activities, available line of credit, additional investments obtained through the Business Combination, including the $70,000 PIPE investments, cash held by ITHAX of $157, and $8,351 net of redemptions; as well as the

proceeds from the exercise of warrants, given that the current trading price of the Class A common stock is above the exercise price, will satisfy the Company’s working capital and capital requirements for at least the next twelve months. Our future capital requirements, however, will depend on many factors, including on-going effects of the COVID-19 pandemic, consolidation of the travel industry, changes in the general market conditions for travel services, and future business combinations. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. From time to time, we may seek to raise additional funds through equity and debt. If we are unable to raise additional capital when desired and on reasonable terms, our business, results of operations, and financial condition could be adversely affected.

Our continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing and our operating performance. Since the COVID-19 pandemic, there has been increased volatility in the financial and securities markets, which has generally made access to capital less certain and has increased the cost of obtaining new capital. However, there is no guarantee that we will not need to obtain debt financing in the future to fund our operations, or that such debt financing will be available in the future, or that it will be available on commercially reasonable terms, in which case we may need to seek other sources of funding.

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 our control could materially affect our business, liquidity, financial condition and operating results.

Our revenue is derived from the global travel industry and would be significantly impacted by declines in, or disruptions to, travel activity, particularly air travel. Global factors over which we have no control but which could impact our clients’ willingness to travel and, depending on the scope and duration, cause a significant decline in travel volumes include, among other things:

•

widespread health concerns, epidemics or pandemics, such as the COVID-19 pandemic, the Zika virus, H1N1 influenza, the Ebola virus, avian flu, SARS or any other serious contagious diseases;

•

global security concerns caused by terrorist attacks, the threat of terrorist attacks, or the precautions taken in anticipation of such attacks, including elevated threat warnings or selective cancellation or redirection of travel;

•

cyber-terrorism, political unrest, the outbreak of hostilities or escalation or worsening of existing hostilities or war;

•

natural disasters or severe weather conditions, such as hurricanes, flooding and earthquakes;

•

climate change-related impact to travel destinations, such as extreme weather, natural disasters and disruptions, and actions taken by governments, businesses and supplier partners to combat climate change;

•

the occurrence of travel-related accidents or the grounding of aircraft due to safety concerns; and

•

adverse changes in visa and immigration policies or the imposition of travel restrictions or more restrictive security procedures.

•

Any decrease in demand for consumer or business travel could materially and adversely affect our business, financial condition and results of operations.

Our operating results are impacted by our ability to manage costs and expenses while achieving a balance between making appropriate investments to grow revenue while driving increased profitability.

Cost and expense management will have a direct impact on our financial performance. New Mondee may look to drive revenue growth through investments in marketing, technology, and acquisitions to increase its net revenue, product offerings, revenue per transaction, and ultimately market share. These investments will need to be weighed against creating a more cost-efficient business to reduce operating expenses as a percentage of revenue.

To address the adverse impact of the COVID-19 pandemic, management have taken specific actions including, renegotiating certain terms and conditions of our loans with our lenders to defer interest payments and thereby manage our cash; raising additional capital through external borrowings; restructuring accounts payable to accommodate a longer time horizon for payment; as well as investing in and developing our platform to increase operating efficiencies and to reduce labor expenses.

While there is current evidence of the travel market transactions recovering, management will continue to monitor impacts on travel transaction volumes of the COVID-19 virus and future variants on a real-time basis and will update and immediately enact initiatives to scale the business infrastructure and operating expenses up or down as appropriate to ensure optimal earnings and cash flows in future periods. In addition, management will coordinate with suppliers, operating partners and its financial partners to attempt to arrange adequate capital to withstand potential COVID-19 induced volume variability.

Use of Transaction Volumes

Transaction volume represents the gross value of transactions handled by our platform between a third party seller or service provider and the ultimate customer. We generate revenue from service fees earned on these transactions and, accordingly our revenue increases or decreases based on the increase or decrease in either or both the number or value of transactions we process. Revenue will increase as a result of an increase in the number of customers using New Mondee’s platform and/or as a result of an increase in service fees from higher value services offered on the platform. As an example of one of these two factors, while transaction volume was flat from 2020 to 2021, revenue increased from $66.0 million to $93.0 million as a result of an increase in transaction value, driven by our development of new revenue streams such as fintech revenue as well as the addition of subscription based and other ancillary revenues. Management considers that transaction volume has a strong correlation to the opportunity to realize revenue and is therefore a useful unit of measurement for investors.

Comparability of Financial Information

The Company’s results of operations and statements of assets and liabilities may not be comparable between year 2020 and 2021 as a result of the Business Combination.

Lastly, the 2020 and 2021 annual financial results were more severely impacted by the COVID-19 pandemic, an event that occurred out of the ordinary course of business, in comparison with the financial results during the first six months of 2022. The travel industry began to recover during 2021 as vaccination rates increased, infection rates decreased, and restrictions began to lift, and continues to trend upwards towards pre-pandemic travel activity during the first six months of 2022.

Non-GAAP Financial Measures

In addition to our financial results determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operating performance. We use the Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations, or outlook.

We consider Adjusted EBITDA and Unlevered Free Cash Flow to be important non-GAAP financial measures because they illustrate underlying trends in our business and our historical operating performance on a more consistent basis. We believe that the use of Adjusted EBITDA and Unlevered Free Cash Flow are helpful to our investors in assessing the health of our business and our operating performance.

However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided below for the non-GAAP financial measures to the

most directly comparable financial measures stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

Adjusted EBITDA and Unlevered Free Cash Flow

Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance, while management believes Unlevered Free Cash Flow is relevant to investors as it provides a measure of cash generated internally that is available for debt service and to fund inorganic growth or acquisitions. Management believes that these measures provide useful information to investors regarding the Company’s operating performance. The Company believes that these measures are used by many investors, analysts and rating agencies as a measure of performance. By reporting these measures, the Company provides a basis for comparison of our business operations between current, past and future periods by excluding items that the Company does not believe are indicative of our core operating performance. Financial measures that are non-GAAP should not be considered as alternatives to operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance, or cash flows as measures of liquidity. These measures have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes. We define Adjusted EBITDA as net loss before depreciation and amortization, provision for income taxes, interest expense (net), other income net, stock-based compensation, and gain on forgiveness of PPP loans.

Unlevered Free Cash Flow is defined as cash used in operating activities less capital expenditures plus cash paid for interest.

The following table reconciles net loss to Adjusted EBITDA for the three and six months ended June 30, 2022 and 2021, and the years ended December 31, 2021 and 2020, respectively:

	Three Months Ended June 30,						Six Months Ended June 30,						Years Ended December 31,
	2022			2021			2022			2021			2021			2020
	($ in thousands)
Net loss		$	(2,113)		$	(13,078)		$	(9,104)		$	(25,429)		$	(38,905)		$	(41,734)
Interest expense, (net)			6,467			5,685			12,569			11,110			23,178			19,902
Stock-based compensation expense			81			3,771			161			3,771			3,936			15
Depreciation and amortization			2,769			3,305			5,586			6,520			12,861			11,414
Provision for income taxes			236			55			290			120			323			(14,042)
Gain on forgiveness of PPP loans			(2,009)			—			(2,009)			—			(5,868)			—
Other expense (income), net			(915)			26			(764)			35			(980)			17
Adjusted EBITDA		$	4,516		$	(236)		$	6,729		$	(3,873)		$	(5,455)		$	(24,428)

Some of the limitations of Adjusted EBITDA include (i) Adjusted EBITDA does not properly reflect capital commitments to be paid in the future, and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures. In evaluating Adjusted EBITDA, you should be aware that in the future we may not incur expenses similar to the adjustments in this presentation. Lastly, Adjusted EBITDA can obfuscate the one- time impacts of events that happen out of the ordinary course of business, such as the COVID-19 impact on 2021’s Adjusted EBITDA.

We believe the presentation of Unlevered Free Cash Flow is relevant and useful for investors because it makes it easier to compare our results with the results of other companies that have different financing and capital structures. Unlevered Free Cash Flow is the gross free cash flow from operations that the company can use to expand operations, pay debt holders, or pay equity and other stakeholders.

Unlevered Free Cash Flow has the same limitations as Adjusted EBITDA, in that it does not consider the capital structure of the company.

The following table reconciles net cash used in operating activities to Unlevered Free Cash Flows for the three and six months ended June 30, 2022 and 2021, and for the years ended December 31, 2021 and 2020, respectively:

	Three Months Ended June 30,						Six Months Ended June 30,						Years Ended December 31,
	2022			2021			2022			2021			2021			2020
	($ in thousands)
Net cash provided by (used in) operating activities		$	(3,254)		$	219		$	164		$	(1,810)		$	(15,673)		$	(3,662)
Capital expenditures			(1,754)			(902)			(3,472)			(2,089)			(4,022)			(4,061)
Cash paid for interest			90			51			94			102			6,740			316
Unlevered free cash flow		$	(4,915)		$	(632)		$	(3,214)		$	(3,797)		$	(12,955)		$	(7,407)

Basis of presentation

Mondee currently conducts its business through two operating segments, namely Travel Marketplace (transactional business serving the end travelers directly or through travel affiliates) and SAAS Platform. Substantially, all our long-lived assets are maintained in, and our losses are attributable to, the United States of America. See Note 1 and 14 in the accompanying audited consolidated financial statements for the years ended December 31, 2021 and 2020 for more information on basis of presentation and operating segments, respectively.

Components of results of operation

Revenues, net

The company currently has four material revenue streams: transactional revenue, incentive revenue, Fin- Tech program revenue, and subscription services revenue.

We generate transactional revenue primarily by airline ticket sales which includes mark-up fees as well as commissions from the sale of ancillary products such as travel insurance, seats, and bags. The Company also derives transactional revenue from hotel and rental car commission. The Company generates backend incentives from airlines for achieving volume targets. The Company also generates booking incentives from the three separate global distribution systems (“GDS”) service providers and supplier direct systems, who host the airlines’ inventory that New Mondee uses to sell to New Mondee’s marketplace. New Mondee earns incentives from Fin-Tech programs held with banks and financial institutions, which New Mondee leverages in its payment processing and settlement platforms. The Fin-Tech programs include a wide array of payment options, such as credit cards, wallets, and alternate payment methods; and next generation fraud protection tools. In most cases, revenue is recognized at the time of booking, as the Company is in an agent position and thus not responsible for the delivery of travel and has no significant obligations following the sale.

Revenue by Segments

	Three Months Ended June 30,						Six Months Ended June 30,						Years Ended December 31,
	2022			2021			2022			2021			2021			2020
	($ in thousands)
Travel Marketplace		$	42,397		$	23,467		$	79,758		$	36,617		$	92,038		$	65,057
Subscription Based Platform			253			90			545			434			1,156			739
Total revenue		$	42,650		$	23,557		$	80,303		$	37,051		$	93,194		$	65,796

New Mondee’s corporate platform, Rocketrip, is a corporate enterprise travel solution that helps companies save on travel costs by empowering and rewarding employees of large companies to make cost-saving decisions. Rocketrip charges an annual Software-as-a-Service (“SaaS”) fee to generate real-time Prices-to- Beat for its customers’ travelers, as well as to implement and manage a rewards program for travelers whose travel expense is below the Price-to-Beat. Although collected upfront, Rocketrip recognizes the SaaS fee over the course of that contract year.

See “— Critical Accounting Policies and Estimates — Revenue Recognition” for a more detailed discussion of our revenue recognition policy

Sales and Other Expenses

Sales and other expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations, fraud protection services, and other services; (3) offshore customer support and (4) customer chargeback provisions.

Marketing expenses

We rely on marketing channels to generate a significant amount of traffic to our websites. Marketing expenses consist primarily of the costs of: (1) advertising, including digital and physical advertising and (2) affiliate marketing programs. We intend to continue to make significant investments in our marketing organization to drive additional revenue, further penetrate the market and expand our global customer base. As a result, we expect our marketing expenses to increase in absolute dollars as we expect to invest in growing and training our sales force and broadening our brand awareness.

General and Administrative

General and administrative expenses consist primarily of: (1) occupancy and office expenses; (2) fees for outside professionals, including legal and accounting services; (3) audit and tax fees; and (4) other miscellaneous expenses. We expect to incur additional general and administrative expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and stock exchange listing standards, additional insurance expenses (including directors’ and officers’ insurance), investor relations activities and other administrative and professional services. We also expect to increase the size of general and administrative functions to support the growth of our business. However, we anticipate general and administrative expenses to decrease as a percentage of revenue over the long term.

Personnel Expenses

Personnel expenses consist of compensation to our personnel, including salaries, bonuses, payroll taxes, and employee health and other benefits. We expect to incur additional personnel expenses as a result of operating as a public company, including expanding head count through organic growth as well as increasing headcount through business combinations. However, we anticipate personnel expenses to decrease as a percentage of revenue over the long term.

Information Technology

Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and web hosting costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company’s services. We expect to incur additional information technology expenses as a result of operating as a public company, including expanding our operations through growth of our online booking platform and hosting fees. We also expect to increase the size of information technology expenses to support the growth of our business. However, we anticipate information technology expenses to decrease as a percentage of revenue over the long term.

Depreciation and Amortization

Depreciation and amortization expenses consist of: (1) amortization of intangible assets with determinable lives; (2) depreciation of computer equipment; (3) amortization of internally developed and purchased software; and (4) depreciation of furniture and office equipment. We expect to incur additional depreciation and amortization expenses as a result of operating as a public company, including expanding our operations through capital expenditures and purchases of long-lived assets, as well as potential impacts of a continued mergers and acquisitions strategy. However, we anticipate depreciation and amortization expenses to decrease as a percentage of revenue over the long term.

Other income (Expense)

Other income (expense) consists primarily of: (1) interest income; (2) interest expense; and (3) other interest and expense. Interest expense relates to interest on loans and amortization of debt issuance costs. We record interest income from our related party loan. Other expenses include realized gains and losses on foreign currency exchange.

Benefit from (Provision for) Income Taxes

The company is subject to payment of federal and state income taxes in the U.S. and other forms of income taxes in other jurisdictions. Consequently, the company determines its consolidated provision for income taxes based on tax obligations incurred using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the condensed consolidated financial statement and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, the company believes it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods.

The company evaluates uncertain tax positions to determine if it is more likely than not that they would be sustained upon examination. The company records a liability when such uncertainties fail to meet the more likely than not threshold.

A U.S. shareholder is subject to current tax on “global intangible low-taxed income” (“GILTI”) of its controlled foreign corporations (“CFCs”). The Company is subject to tax under GILTI provisions and includes its CFCs income in its U.S. income tax provision in the period the CFCs earn the income.

Results of Operations

Comparison of Three and Six Months Ended June 30, 2022 and 2021

We have derived this data from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. This information should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of the results of operations for any future period. The following tables set forth our unaudited condensed consolidated statement of operations as well as other financial data management considers meaningful for 2022 and 2021:

	Three Months Ended June 30,											Six Months Ended June 30,
	2022			2021			$ Change			% Change		2022			2021			$ Change			% Change
	($ in thousands)
Revenues, net		$	42,650		$	23,557		$	19,093		81%		$	80,303		$	37,051		$	43,252		117%
Operating expenses:
Marketing expenses			25,847			12,833			13,014		101%			49,018			21,075			27,943		133%
Sales and other expenses			3,554			3,130			424		14%			6,378			4,337			2,041		47%
Personnel expense			5,752			8,527			(2,775)		(33)%			11,324			12,662			(1,338)		(11)%
General and administrative expense			2,025			1,228			797		65%			4,465			2,915			1,550		53%
Information technology expense			1,158			1,088			70		6%			2,464			2,113			351		17%
Provision for doubtful accounts receivable and contract assets			(121)			758			(879)		(116)%			86			1,593			(1,507)		(95)%
Depreciation and amortization			2,769			3,305			(536)		(16)%			5,586			6,520			(934)		(14)%
Total Operating Expenses		$	40,984		$	30,869		$	10,115		33%		$	79,321		$	51,215		$	28,106		55%
Net (loss) Income from operations		$	1,666		$	(7,312)		$	8,978		(123)%		$	982		$	(14,164)		$	15,146		(107)%
Other income (expense):
Interest income			134			128			6		5%			261			252			9		4%
Interest expense			(6,601)			(5,813)			(788)		14%			(12,830)			(11,362)			(1,468)		13%
Gain on extinguishment of PPP loan			2,009			—			2,009		N/A			2,009			—			2,009		N/A
Other (expense) income, net			915			(26)			941		(3,619)%			764			(35)			799		(2,283)%
Total other expense			(3,543)			(5,711)			2,168		(38)%			(9,796)			(11,145)			1,349		(12)%
Net loss before income taxes			(1,877)			(13,023)			11,146		(86)%			(8,814)			(25,309)			16,495		(65)%
Benefit from (provision for) income taxes			(236)			(55)			(181)		329%			(290)			(120)			(170)		142%
Net loss		$	(2,113)		$	(13,078)		$	10,965		(84)%		$	(9,104)		$	(25,429)		$	16,325		(64)%

	Three Months Ended June 30,											Six Months Ended June 30,
	2022			2021			$ Change			% Change		2022			2021			$ Change			% Change
	($ in thousands)
Revenues, net		$	42,650		$	23,557		$	19,093		81%		$	80,303		$	37,051		$	43,252		117%

Revenues, net for the three and six months ended June 30, 2022 increased by $19.1 million and $43.3 million, or 81% and 117%, compared to the same periods in 2021. The increase was primarily driven by significant improvement in travel demand trends starting in fiscal 2021 and continuing through fiscal 2022, as the COVID-19 pandemic recovery continues to improve. Specifically, transactional revenues increased by $9.0 million and $25.0 million during the three and six months ended June 30, 2022, compared to the same periods in 2021. GDS incentives and other service revenues increased by $4.0 million and $7.4 million during the three and six months ended June 30, 2022, compared to the same periods in 2021. Further, Airline incentive revenues increased by $2.9 million and $6.2 million during the three and six months ended June 30, 2022, compared to the same periods in 2021.

Operating Expenses and Other (Income) Expense

	Three Months Ended June 30,											Six Months Ended June 30,
	2022			2021			$ Change			% Change		2022			2021			$ Change			% Change
	($ in thousands)
Marketing expenses		$	25,847		$	12,833		$	13,014		101%		$	49,018		$	21,075		$	27,943		133%
Sales and other expenses			3,554			3,130			424		14%			6,378			4,337			2,041		47%
Personnel expense			5,752			8,527			(2,775)		(33)%			11,324			12,662			(1,338)		(11)%
General and administrative expense			2,025			1,228			797		65%			4,465			2,915			1,550		53%
Information technology expense			1,158			1,088			70		6%			2,464			2,113			351		17%
Provision for doubtful accounts receivable and contract assets			(121)			758			(879)		(116)%			86			1,593			(1,507)		(95)%
Depreciation and amortization			2,769			3,305			(536)		(16)%			5,582			6,520			(934)		(14)%
Interest income			(134)			(128)			(6)		5%			(261)			(252)			(9)		4%
Interest expense			6,601			5,813			788		14%			12,830			11,362			1,468		13%
Gain on extinguishment of PPP loan			(2,009)			—			(2,009)		100%			(2,009)			—			(2,009)		100%
Other (income) expense, net			(915)			26			(941)		(3,619)%			(764)			35			(799)		(2,283)%
		$	44,527		$	36,580		$	7,947		22%		$	89,117		$	62,360		$	26,757		43%

Marketing Expenses

Marketing expenses for the three and six months ended June 30, 2022 increased by $13.0 million and $27.9 million, or 101% and 133%, respectively, compared to the same periods in 2021. The increase was primarily driven by an increase in affiliate marketing and web advertising spend as travel demand increased during the period as the industry has been recovering from the COVID-19 pandemic.

Sales and Other Expenses

Sales and Other Expenses for the three and six months ended June 30, 2022 increased by $0.4 million and $2.0 million, or 14% and 47%, respectively, compared to the same periods in 2021. The increase was primarily driven by credit card fees associated with merchant transactions, which grew by 47% over prior period, consistent with the increase net revenue growth. Credit card fees are correlated with the volume of business to consumer sales.

Personnel Expense

Personnel expenses for the three and six months ended June 30, 2022 decreased by $2.8 million and $1.3 million, or 33% and 11%, respectively, compared to the same periods in 2021. The decrease was primarily attributable to a reduction in stock-based compensation attributed to grants with upfront vesting offered to employees in 2021. The Company did not offer any grants or units in 2022. The decrease is offset by an increase in salary cost due to the additional employees hired from Metaminds in April 2022.

General and Administrative

General and administrative expenses for the three and six months ended June 30, 2022 increased by $0.8 million and $1.6 million, or 65% and 53%, respectively, compared to the same periods in 2021. The increase was primarily attributable to an increase in audit and tax fees, professional service fees, and legal expenses incurred in preparation for the ITHAX Business Combination.

Information Technology

Information technology expenses for the three and six months ended June 30, 2022 increased by $0.1 million and $0.4 million, or 6% and 17%, respectively, compared to the same periods in 2021. The increase was primarily due to an increase in web hosting and software costs and expenses.

Provision for doubtful accounts

Provision for doubtful accounts for the three and six months ended June 30, 2022 decreased by $0.9 million and $1.5 million, or 116% and 95%, respectively, compared to the same periods in 2021. The decrease was driven by a reduction in collection times and risk of receivables not being collectable compared to the first six months of 2021, which were severely impacted by the COVID-19 pandemic.

Depreciation and amortization

Depreciation and amortization expenses for the three and six months ended June 30, 2022 decreased by $0.5 million and $0.9 million, or 16% and 14%, respectively, compared to the same periods in 2021. The decrease was primarily due to certain customer relationships and acquired technology intangible assets being fully amortized during the year ended 2021.

Interest Income

Interest income for the for the three and six months ended June 30, 2022 increased by $6 thousand and $9 thousand, or 5% and 4%, respectively, compared to the same periods in 2021. The increase was immaterial.

Interest expense

Interest expense for the three and six months ended June 30, 2022 increased by $0.8 million and $1.5 million, or 14% and 13%, respectively, compared to the same periods in 2021. The increase was driven by an increase in the Company’s outstanding debt balance as paid-in-kind interest continues to accrue towards the outstanding debt balance.

Other (income)/expense

Other income for the three and six months ended June 30, 2022 increased by $0.9 million and $0.8 million, or 3,619% and 2,283%, respectively, compared to the same periods in 2021. The decrease was primarily due the reduction in the fair value of the LBF earnout liability.

Income Taxes

	Three Months Ended June 30,								Six Months Ended June 30,
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
	($ in thousands)
Benefit from (provision for) income taxes		(236)		(55)		(181)		329%		(290)		(120)		(170)		142%

The provision for income taxes for the three and six months ended June 30, 2022 increased by $0.2 million and $0.2 million, or 329% and 142%, respectively, compared to the same periods in 2021, mainly driven by the difference in booked income in within the Indian subsidiary for the prior periods compared to the effective tax rate projected for the India subsidiary in 2022.

Our effective tax rate for 2021 was lower than the 21% federal statutory income tax rate due to the valuation allowance recorded on the net deferred tax assets, partially offset by state income taxes.

Our effective tax rate for 2020 was higher than the 21% federal statutory income tax rate because of the state income taxes and the impact of the valuation allowance release arising from the non-taxable deferred goodwill acquired through the CTS acquisition. Additionally, the valuation allowance recorded on the net deferred tax assets partially reduced the effective tax rate.

Comparison of Years Ended December 31, 2021 and 2020

We have derived this data from our consolidated financial statements included elsewhere in this prospectus. This information should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of the results of operations for any future period. The following tables set forth our consolidated statement of operations as well as other financial data management considers meaningful for 2021 and 2020:

	For the year ended December 31,
	2021			2020			$ Change			% Change
	($ in thousands)
Revenues, net		$	93,194		$	65,796		$	27,398		42%
Operating expenses:
Marketing expenses			54,611			39,501			15,110		38%
Sales and other expenses			11,165			14,434			(3,269)		(23)%
Personnel expense			23,422			20,658			2,764		13%
General and administrative expense			7,455			7,736			(281)		(4)%
Information technology expense			4,058			3,255			803		25%
Provision for doubtful accounts receivable and contract assets			1,874			4,655			(2,781)		(60)%
Depreciation and amortization			12,861			11,414			1,447		13%
Total Operating Expenses		$	115,446		$	101,653		$	13,793		14%
Loss from operations		$	(22,252)		$	(35,857)		$	13,605		(38)%
Other income (expense):
Interest income			505			508			(3)		(1)%
Interest expense			(23,683)			(20,410)			(3,273)		16%
Gain on forgiveness of PPP loans			5,868			—			5,868		N/A
Other (expense) income, net			980			(17)			997		(5,865)%
Total other expense			(16,330)			(19,919)			3,589		(18)%
Net loss before income taxes			(38,582)			(55,776)			17,194		(31)%
Benefit from (provision for) income taxes			(323)			14,042			(14,365)		(102)%
Net loss		$	(38,905)		$	(41,734)		$	2,829		(7)%

Revenues, net

	Year Ended December 31,
	2021			2020			$ Change			% Change
	($ in thousands)
Revenues, net.		$	93,194		$	65,796		$	27,398		42%

Revenues, net for the year ended December 31, 2021 increased by $27.4 million or 42% from $65.8 million in 2020 to $93.2 million in 2021. The increase was primarily driven by significant improvement in travel demand trends since 2020, which was severely impacted by the COVID-19 pandemic.

Operating Expenses and Other (Income) Expense

	For the year ended December 31,
	2021			2020			$ Change			% Change
	($ in thousands)
Marketing expenses		$	54,611		$	39,501		$	15,110		38%
Sales and other expenses			11,165			14,434			(3,269)		(23)%
Personnel expense			23,422			20,658			2,764		13%
General and administrative expense			7,455			7,736			(281)		(4)%
Information technology expense			4,058			3,255			803		25%
Provision for doubtful accounts receivable and contract assets			1,874			4,655			(2,781)		(60)%
Depreciation and amortization			12,861			11,414			1,447		13%
Interest Income			(505)			(508)			3		(1)%
Interest expense			23,683			20,410			3,273		16%
Gain on extinguishment of PPP loans			(5,868)			—			(5,868)		N/A
Other (income) expense, net			(980)			17			(997)		(5,865)%
		$	131,776		$	121,572		$	10,204		8%

Marketing Expenses

Marketing expenses for the year ended December 31, 2021 increased by $15.1 million or 38% from $39.5 million in 2020 to $54.6 million in 2021. The increase was primarily driven by an increase in affiliate marketing and web advertising spend as travel demand increased since 2020, which was severely impacted by the COVID-19 pandemic.

Sales and Other Expenses

Sales and other expenses for the year ended December 31, 2021 decreased by $3.3 million or 23% from $14.4 million in 2020 to $11.2 million in 2021. The decrease was primarily driven by a significant decrease in chargebacks from customers as fewer cancellations were made compared to 2020, which was severely impacted by the COVID-19 pandemic.

Personnel Expense

Personnel expenses for the year ended December 31, 2021 increased by $2.8 million or 13% from $20.7 million in 2020 to $23.4 million in 2021. The increase was primarily attributable to an increase in stock-based compensation expense incurred from profit interest awards issued to the Company’s employees and an increase in employee bonuses.

General and Administrative

General and administrative expenses for the year ended December 31, 2021 decrease by $0.3 million or 4% from $7.7 million in 2020 to $7.5 million in 2021. The decrease was primarily attributable to a $0.8 million decrease in rent expense as the Company continued to decrease the amount of rental office space and employ a virtual work environment and a $0.4 million decrease in miscellaneous expenses. The decreases were partially offset by a $1.2 million increase in legal, professional, audit and tax service fees incurred as the Company prepares for the ITHAX business combination.

Information Technology

Information technology expenses for the year ended December 31, 2021 increased by $0.8 million or 25% from $3.3 million in 2020 to $4.1 million in 2021. The increase was primarily due to $1.2 million increase in web hosting, software costs and expenses, partially offset by a $0.3 million decrease in outsourced costs.

Provision for doubtful accounts

Provision for doubtful accounts for the year ended December 31, 2021 decreased by $2.8 million or 60% from $4.7 million in 2020 to $1.9 million in 2021. The decrease was driven by a reduction in collection times and risk of receivables not being collectable compared to 2020, which was severely impacted by the COVID-19 pandemic.

Depreciation and amortization

Depreciation and amortization expense for the year ended December 31, 2021 increased by $1.4 million or 13% from $11.4 million in 2020 to $12.9 million in 2021. The increase was primarily due to additional amortization expense incurred from intangible assets acquired during 2020.

Interest Income

Interest income for the year ended December 31, 2021 decreased by $3 thousand, or 1%, from $508 thousand in 2020 to $505 thousand in 2021. The decrease was immaterial.

Interest expense

Interest expense for the year ended December 31, 2021, increased by $3.3 million or 16% from $20.4 million in 2020 to $23.7 million in 2021. The increase was driven by an increase in the Company’s outstanding debt balance as paid-in-kind interest continues to accrue towards the outstanding debt balance.

Gain on extinguishment of PPP loans

Gain on extinguishment of PPP loans for the year ended December 31, 2021, increased by $5.9 million or 100% from $0.0 million in 2020 to $5.9 million in 2021. The Company received forgiveness on its PPP loans obtained in April 2020 as well as the forgiveness on the PPP loans obtained by its subsidiary in February 2021.

Other (income)/expense

The Company earned $1.0 million in other income during the year ended December 31, 2021 and incurred $17 thousand in other expense during the year ended December 31, 2020. The change was primarily due to outstanding shortfall and other fees that were waived by one of the Company’s GDS operators.

Income Taxes

	Year Ended December 31,
	2021			2020			$ Change			% Change
	($ in thousands)
Benefit from (provision for) income taxes		$	(323)		$	14,042		$	(14,365)		(102)%

The benefit from (provision for) income taxes for the year ended December 31, 2021 decreased by $14.4 million or 102% from a $14.0 million benefit in 2020 to a $0.3 million expense in 2021.

Liquidity and Capital Resources

Sources of Liquidity

As of June 30, 2022, we had cash and cash equivalents totaling $10.9 million, which were held for working capital purposes, as well as restricted short-term investments of $8.5 million and $15 million available line of credit. Our cash equivalents are comprised primarily of cash checking accounts. To date, our principal sources of liquidity have been payments received from our revenue arrangements and financing arrangements with banks and financial institutions.

On December 23, 2019, the Company, entered into a financing agreement (the “TCW Agreement”) with TCW Asset Management Company LLC (“TCW”) consisting of a $150 million multi-draw term loan in aggregate, of which the first draw was for a principal amount of $95 million. Additionally, on the same day, the Company entered a revolving credit facility (‘LOC’) with an aggregate principal amount not exceeding $15 million. Undrawn balances available under the revolving credit facility are subject to commitment fees of 1%. These facilities are guaranteed by the Company and its Parent, Mondee Holdings LLC and are secured by substantially all of the assets of the Company and its Parent. No amounts on the revolving credit facility have been drawn down as of June 30, 2022 and 2021.

On February 6, 2020, the Company entered into a first amendment to the TCW Agreement and an incremental joinder with TCW for an aggregate principal amount of $55 million. On May 1, 2020, the Company entered into a second amendment with TCW, which modified the Applicable Margin of any Reference Rate Loan, or any portion thereof, to 9.50% per annum and any LIBOR Rate Loan, or any portion thereof, to 10.50%, increased from 8.50% and 9.50%, respectively, prior to the second amendment taking effect. The increase was due to the Company renegotiating the terms of the TCW Agreement as a result of the COVID-19 pandemic. In addition, the Parent issued 2.5 million of Class G Preferred units to TCW as part of the second amendment to the TCW Agreement, with an aggregate value of $6.5 million. The Company incurred $15.1 million in debt issuance cost and debt discount for the year ended December 31, 2020 related to this offering. The funds drawn from the $55 million term loan were primarily used to pay for the CTS acquisition, MS Loan, Mondee Group LLC Loan, and for other working capital purposes.

On June 22, 2021, the Company entered into a fourth amendment with TCW, which specifies that if Company does not secure $25 million in financing, or enter into a change of control agreement, by June 30, 2022 then the Company must issue 3,600,000 Class G units to TCW. In connection with the fourth amendment and in consideration thereof, the Company incurred an amendment fee of $1.8 million, which was paid in kind and added to the outstanding principal balance.

On December 31, 2021, the Company entered into a fifth amendment with TCW to increase the Applicable Margin by 1% and capitalize interest during the period of October 1, 2021 to March 31, 2022. Additionally, quarterly installments for loan repayment were deferred until June 30, 2022. The modification is only in effect through June 30, 2022, at which time the Applicable Margin will revert to the original percentages.

Beginning on April 1, 2021, 5% Payment in Kind (“PIK”) interest has been accrued on the outstanding principal balance by increasing the principal amount over the term of the loan. On July 2, 2021, the PIK interest rate decreased to 4%. The PIK rate eventually increased to 12.25% beginning October 1, 2021. The effective interest rate of the TCW Agreement for three months ended June 30, 2022, and June 30, 2021 is 15.52% and 15.48%, respectively.

On April 15, 2022, the Company entered into a sixth amendment and waiver with TCW to request to have waived certain defaults and also to make certain revisions to the TCW Agreement. The revisions pertained to updating Unadjusted EBITDA, Leverage Ratio and Fixed Charge Coverage Ratio (each as defined therein).

On July 8, 2022, the Company entered into a seventh amendment to the financing agreement to the TCW Agreement, pursuant to which, among other things, (i) TCW consented to the Business Combination, the change of the name of the Company from “ITHAX Acquisition Corp.” to “Mondee Holdings, Inc.,” and a further extension of the loan repayment schedule, and (ii) the Company agreed to execute joinders for Mondee Holdings, Inc. and Mondee Holdings II, Inc. to become borrowers under the TCW Agreement. The seventh amendment further provides that the quarterly repayment of interest and quarterly principal repayment have been extended to September 30, 2022, and Closing Date, respectively. Additionally, the amendment extended the trigger date to issue 3,600,000 of Class G units related to the consummation of the transaction to July 31, 2022. In the event the company completes the consummation of the business by or before July 31, 2022 the Company will be subject issue up to 3,000,000 in Class G units which is dependent on the aggregate amount of the loan after giving effect to the business combination. On July 17, 2022, the Company entered into an amendment to the seventh amendment to the TCW Agreement, pursuant to which, among other things, TCW consented to reduce the amount of the loans required to be prepaid at closing to $40 million. On July 18, 2022, based on the prepayment of $41,200,000 aggregate amount of the loans, the Company issued 3,000,000 Class G units to TCW.

On April 13, 2020, Mondee, Inc., was granted a loan from JP Morgan Chase Bank in the aggregate amount of $4.3 million pursuant to the PPP under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). In January 2021, the Company was granted a Second Draw PPP Loan in the amount of $2 million. In February 2021, the Company was granted another Second Draw PPP Loan in the amount of $1.6 million. As the legal form of the PPP loan is debt, the company accounted for the loan as debt under ASC 470 Debt. In November 2021, the $1.6 million PPP loan was forgiven, and in May 2022, the $2.0 million PPP loan was forgiven. Refer to the “Impact of COVID-19” section for further details.

As of June 30, 2022, the Company has $10,932 of un-restricted cash and $15,000 in unused line of credit. Upon completion of the Business Combination with ITHAX in July 2022 the Company’s consolidated cash balance increased due to the PIPE investments of $70,000, cash held by ITHAX of $157, and $8,351 net of redemptions. The increase was offset by a modified debt facility with TCW Asset Management Company LLC (“TCW”) which entailed a prepayment of some of its obligations totaling $41,200 in July 2022. The Company was also required to make various payments including SPAC transaction costs incurred and deferred underwriting commissions aggregating to $28,680 upon the close of the Business Combination. Further, for the six months ended June 30, 2022, the Company generated positive cash flows from operating activities and expects to continue for the next 12 months, despite the increases in costs of operating as a public company such as recurring audit fees and legal services.

Cash Flow Summary for the Six Months Ended June 30, 2022 and 2021

The following table summarizes our cash flows for the periods presented:

	Six Months Ended June 30,
	2022			2021
	($ in thousands)
Net cash provided by/(used in) Operating activities		$	164		$	(1,810)
Net cash used in Investing activities			(3,472)			(1,809)
Net cash (used in)/provided by Financing activities			(1,094)			3,205
Effect of exchange rate changes on cash, cash equivalents and restricted cash			(172)			(92)
Net (decrease) in cash and cash equivalents		$	(4,574)		$	(506)

Operating Activities

During the six months ended June 30, 2022, cash provided by operating activities was $0.2 million. The primary factors affecting our operating cash flows during this period were offset of our net loss totaling $9.1 million, by non-cash charges of $11.8 million primarily consisting of payment in kind interest expense of $6.8 million and depreciation and amortization of $5.6 million. This reduction attributable to non-cash charges were offset by a $2.0 million gain on forgiveness of Mondee’s PPP loan. Cash provided from changes in our operating assets and liabilities was $2.5 million, primarily owing to $10.2 million increase in accounts payable and $11.2 million increase in accrued expenses and other current liabilities, partially offset by a $10.2 million increase in accounts receivable, $9.0 million increase in prepaid expense and other current assets, and $4.2 million increase in contract assets.

During the six months ended June 30, 2021, cash used in operating activities was $1.8 million. The primary factors affecting our operating cash flows during this period were our net loss of $25.4 million, offset by our non-cash charges of $20.0 million primarily consisting of payment in kind interest expense of $7.2 million and depreciation, amortization of $6.5 million, and stock-based compensation expense of $3.8 million. The cash provided from changes in our operating assets and liabilities was $3.4 million, which was primarily due to a $3.3 million increase in accounts payable, $3.0 million increase in accrued expenses and other current liabilities, and a $2.1 million decrease in contract assets, partially offset by a $4.1 million increase in accounts receivable.

Investing Activities

During the six months ended June 30, 2022, cash used in investing activities was $3.5 million, which was primarily due to the purchase of property and equipment.

During the six months ended June 30, 2021, cash used in investing activities was $1.8 million, which was primarily due to the purchase of property and equipment.

Financing Activities

During the six months ended June 30, 2022, cash used in financing activities was $1.1 million, primarily for the payment of deferred offering costs related to the Business Combination.

During the six months ended June 30, 2021, cash provided by financing activities was $3.2 million, primarily due to proceeds from the Company’s PPP loan.

Cash Flow Summary for Years Ended December 31, 2021 and 2020

The following table summarizes our cash flows for the periods presented:

	Year Ended December 31,
	2021			2020
	($ in thousands)
Net cash used in Operating activities		$	(15,673)		$	(3,662)
Net cash used in Investing activities			(3,112)			(37,710)
Net cash provided by Financing activities			3,077			61,087
Effect of exchange rate changes on cash, cash equivalents and restricted cash			(311)			1
Net (decrease) increase in cash and cash equivalents		$	(16,019)		$	19,716

Operating Activities

During the year ended December 31, 2021, operating activities used $15.7 million in cash. The primary factors affecting our operating cash flows during this period were our net loss of $38.9 million, offset by our non-cash charges of $29.7 million primarily consisting of payment in kind interest expense of $14.6 million and depreciation and amortization of $12.9 million, stock-based compensation expense of $3.9 million, partially offset by the increase in accounts receivable of $6.7 million and the forgiveness of the PPP loans of $5.9 million.

During the year ended December 31, 2020, operating activities used $3.7 million in cash. The primary factors affecting our operating cash flows during this period were our net loss of $41.7 million, offset by our non-cash charges of $22.3 million primarily consisting of depreciation and amortization of $11.4 million, non-cash interest expense of $19.6 million, $(13.9) million in benefits for deferred taxes, and bad debt expense of $4.7 million. The cash provided from changes in our operating assets and liabilities was $15.8 million, which was primarily due to $19.6 million decrease in contract assets, $11.5 million decrease in accounts receivable, $1 million decrease in prepaid expense and other current assets, and a $2.4 million increase in accrued liabilities. These amounts were partially offset by a $20 million decrease in accounts payable.

Investing Activities

During the year ended December 31, 2021, cash used in investing activities was $3.1 million, of which $4.0 million was used for the purchase of property and equipment and $0.9 million was generated from the sale of restricted short-term investments.

During the year ended December 31, 2020, cash used in investing activities was $37.7 million, of which $34.9 million was used in business acquisitions, $4.1 million was used for the purchase of property and equipment, partially offset by cash generated from the sale of restricted short-term investments of $1.5 million.

Financing Activities

During the year ended December 31, 2021, cash provided by financing activities was $3.1 million, primarily from the proceeds from the second tranche of the PPP loans of $3.8 million partially offset by the repayment of debt of $0.6 million.

During the year ended December 31, 2020, cash provided by financing activities was $61.1 million, primarily from net proceeds from the issuance of long-term debt of $55 million, proceeds from issuance of Parent units of $11.6 million, and $4.3 million proceeds from a PPP loan. These amounts were partially offset by a $6.8 million payment of a related party note, a $1.8 million payment for a loan origination fee for long-term debt, and a $1.3 million repayment of long-term debt.

Off- Balance Sheet Arrangements

We had the following Off-Balance Sheet Arrangements as of June 30, 2022 and December 31, 2021:

(In millions)			June 30, 2022						December 31, 2021
Letters of credit				$	7.1					$	7.3

No amount on the revolving credit facility have been drawn down as of June 30, 2022 and December 31, 2021.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.

We do not believe that inflation has had a material effect on our business, results of operations or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations or financial condition.

Interest Rate Risk

As of June 30, 2022, we had cash and cash equivalents of approximately $10.9 million, which consisted primarily of checking accounts, which carries a degree of interest rate risk. A hypothetical 10% change in interest rates would not have a material impact on our financial condition or results of operations due to the short-term nature of our investment portfolio.

Foreign Currency Exchange Risk

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. All our revenue is generated in U.S. dollars. Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, which are primarily in the U.S. and to a lesser extent in Europe and Asia. Our results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our historical consolidated financial statements. To date, we have not engaged in any hedging strategies. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates.

Critical Accounting Policies and Estimates

The preparation of the condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long- lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, determination of the incremental borrowing rate, and other contingencies.

The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results

of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.

Deferred Offering Costs

Deferred offering costs, which consist of direct incremental legal, consulting, and accounting fees and printer costs relating to an anticipated public offering, are capitalized and will be offset against proceeds upon the consummation of the offering. As of June 30, 2022, the Company had deferred $9.0 million of deferred offering costs in prepaid assets on the condensed consolidated balance sheets. No amounts were capitalized as of December 31, 2021.

Revenues, net

Our revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel suppliers through our platforms. These services are primarily related to reservation of airline tickets. It also includes, to a lesser extent, services related to reservation of hotel accommodation, rental car, travel insurance and other travel products and services. While we generally refer to a consumer that books travel reservation services on our platforms as our customer, for accounting purposes; our customers are the travel suppliers. Our contracts with travel suppliers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to us. Therefore, we are an agent in a transaction and our revenues are presented on a net basis (that is, the amount billed to a traveler less the amount paid to a travel supplier) in the condensed consolidated statements of operations. Our revenue is earned through service fees, margins and commissions.

We earn incentives from airline companies which are recognized based on the achievement of targets set by contract, that mainly relate to the amount of airline ticket bookings that have been flown, and consequently are not subject to cancellation. We also receive incentives from our Global Distribution System (“GDS”) service providers based on the volume of segment bookings mediated by us through the GDS systems. In addition to the above travel-related revenue, we also generate revenue from incentives received from credit card companies for ancillary services based on the volume of transaction amount processed by us.

Revenue from service fee, margin and commission on sale of airline tickets is recognized when the traveler books the airline ticket as the performance obligation is satisfied by us on issuance of an airline ticket to the traveler. Revenue is recorded net of cancellation, refunds and chargebacks. In the event of cancellation of airline tickets, revenue recognized in respect of commissions and margins earned by us on such tickets is reversed and is netted off from the revenue earned during the fiscal period at the time the cancellation is made by the customers.

Revenue from commission and margin on other travel products and services is recognized when the traveler completes the reservation as our performance obligation is satisfied at that point.

Revenue relating to contracts with travel suppliers which include incentive payments from airline companies and GDS are accounted for as variable consideration when the amount of revenue to be recognized can be estimated to the extent that it is probable that a significant reversal of any incremental revenue will not occur. This revenue is recognized net of cancellations, refunds and shortfall penalty fees, as applicable, at a time when performance targets are achieved.

When an airline ticket is purchased, there is a risk of customer chargebacks including those related to fraud. We record estimates for chargebacks of our fees or margin or commission earned upon sale of airline tickets as variable consideration. We record estimates for losses related to chargebacks of the face value of tickets as an operating expense classified within sales and other expense. Reserves are recorded based on our assessment of various factors, including the amounts of actual chargeback activity during the current year.

Our ‘Rocketrip’ brand offers a corporate travel cost savings solution through its technology platform. We generate subscription and set-up revenue from customers who are provided access to our platform as software-as-a-service. Revenue is recognized over the term of the contract.

‘Tripplanet’ is an end-to-end business travel platform for small to medium sized businesses, membership organizations, associations, educational institutions, and NGOs. The platform combines New Mondee’s

global content hub, marketplace, and conversational commerce engine to provide organizations discounted rates for airfare, hotels, and cars using our private platform. Individuals within these organizations can also utilize the platform for leisure travel. The platform is set up as a subscription base service where revenue is recognized over the term of the contract. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied.

‘Unpub’ provides consumer groups access to a subscription based private membership travel platform where they can purchase flights, reserve hotel rooms and rental cars, and receive member benefits. Revenue related to the subscription platform is recorded over the contract period. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied.

Income Taxes

The Company is subject to payment of federal and state income taxes in the U.S. and other forms of income taxes in other jurisdictions. Consequently, the Company determines its consolidated provision for income taxes based on tax obligations incurred using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the condensed consolidated financial statement and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, the Company believes it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods.

The Company evaluates uncertain tax positions to determine if it is more likely than not that they would be sustained upon examination. The Company records a liability when such uncertainties fail to meet the more likely than not threshold.

A U.S. shareholder is subject to current tax on “global intangible low-taxed income” (GILTI) of its controlled foreign corporations (CFCs). The Company is subject to tax under GILTI provisions and includes its CFCs income in its US income tax provision in the period the CFCs earn the income.

Recoverability of Goodwill and Indefinite and Definite-Lived Intangible Assets

Goodwill is not subject to amortization and is tested annually or more when events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we typically perform our qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the goodwill is more likely than not impaired. If a quantitative assessment is made we compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit’s carrying amount over its fair value.

We generally base our measurement of fair value of reporting units, on a blended analysis of the present value of future discounted cash flows and market valuation approach. The discounted cash flows model indicates the fair value of the reporting units based on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: our weighted average cost of capital; long-term rate of growth and profitability of our business; and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison of the Company to comparable publicly traded firms in similar lines of business. Our significant estimates in the market approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting units.

We believe the weighted use of discounted cash flows and market approach is the best method for determining the fair value of our reporting units because these are the most common valuation methodologies used within the travel and internet industries; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis.

In our evaluation of our indefinite-lived intangible assets, we typically first perform a qualitative assessment prior to performing the quantitative analysis, to determine whether the fair value of the indefinite- lived intangible asset is more likely than not impaired. An impairment charge is recorded for the excess of the carrying value of indefinite-lived intangible assets over their fair value, if necessary. We base

our measurement of fair value of indefinite-lived intangible assets, which consist of trade name, using the relief- from-royalty method. This method assumes that the trade name has value to the extent that its owner is relieved of the obligation to pay royalties for the benefits received from them.

Intangible assets with definite lives and other long-lived assets are carried at cost and are amortized on a straight-line basis over their estimated useful lives of one to twenty years. We review the carrying value of long-lived assets or asset groups, including property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value.

Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell.

Recent Accounting Pronouncements

See Note 2 to our condensed consolidated financial statements included elsewhere in this prospectus for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this prospectus.

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included in the Proxy Statement/Prospectus. In this section, the historical financial information presented for ITHAX is for Mondee Holdings, Inc. (f/k/a ITHAX Acquisition Corp.), and the historical financial information presented for Mondee is for Mondee Holdings II, Inc. and Subsidiaries..

Introduction

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 requires pro forma adjustments that depict the accounting for the transaction (“Transaction Accounting Adjustments”) and allows optional pro forma adjustments that present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”).

ITHAX and Mondee are collectively referred to herein as the “Companies,” and the Companies, subsequent to the Business Combination and the PIPE Investment, are referred to herein as “New Mondee.”

In addition, the related party loan receivable was settled upon the consummation of the Business Combination by delivery of New Mondee Common Stock and through the acquisition of Metaminds Technologies Pvt. Ltd (“Metaminds”) assets. On July 18, 2022, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Metaminds Technologies Pvt. Ltd., (“Seller”) to acquire substantially all of Metaminds assets. The Company acquired Metaminds, an entity under common control for a purchase price of $2 million. Management is currently evaluating the impact and values of all major classes of assets and liabilities acquired from the transaction, including the information required for contingencies. The transaction adjustment of $2 million reflected in additional paid-in-capital is based on provisional amounts since management believes that the expected net assets acquired are insignificant compared to this transaction.

The unaudited pro forma condensed combined balance sheet as of June 30, 2022, combines the historical consolidated balance sheet of ITHAX and the historical consolidated balance sheet of Mondee on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on June 30, 2022.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022 and for the year ended December 31, 2021 combines the historical consolidated statements of operations of ITHAX and Mondee on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on January 1, 2021, the beginning of the earliest period presented:

•

The Business Combination of ITHAX with and into Mondee, with Mondee surviving such Business Combination as a wholly owned subsidiary of New Mondee;

•

The PIPE Financing and related adjustment;

•

The redemption of 23,311,532 shares of ITHAX from ITHAX public shareholders who elected to have their shares redeemed in connection with the Business Combination for an aggregate redemption price of $233,586;

•

The settlement of a related party loan receivable immediately upon completion of the Business Combination by the delivery of New Mondee Common Stock;

•

All outstanding shares of Mondee common stock were cancelled and converted in to shares of New Mondee using a conversion ratio calculated in accordance with the terms of the Business Combination Agreement, and certain shareholders have received the contingent right to receive Earn-Out Shares based on specified terms in the Earn-Out agreement;

•

All outstanding ITHAX Class A (after the redemption described above) and Class B ordinary shares were cancelled and converted into shares of common stock of New Mondee.

•

The unvested Incentive stock units converted to New Mondee common stock in connection with the consummation of the Business;

•

The asset purchase agreement with Metaminds; and

•

Amendment 7 to the TCW loan reflecting a Debt modification.

The historical financial information of ITHAX was derived from the audited consolidated financial statements of ITHAX as of and for the year ended December 31, 2021, as well as the unaudited condensed consolidated financial statements of Mondee Holdings, Inc. (f/k/a ITHAX Acquisition Corp.) for the six months ended June 30, 2022, included in the Proxy Statement/Prospectus. The historical financial information of Mondee was derived from the audited consolidated financial statements of Mondee as of and for the year ended December 31, 2021, as well as the unaudited condensed consolidated financial statements of Mondee for the six months ended June 30, 2022, included in the Proxy Statement/Prospectus. This information should be read together with ITHAX’s and Mondee’s audited and unaudited financial statements and related notes, the sections titled “ITHAX’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Mondee’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included in the Proxy Statement/Prospectus.

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what New Mondee’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. The pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of New Mondee. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments after recording actual redemptions totaling 23,311,532 shares of ITHAX represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

This unaudited condensed combined pro forma balance sheet represents the scenario in which the outstanding principal and interest on the related party loan receivable is settled by the delivery of New Mondee Common Stock equal to the fair market value of the obligation to Mondee Inc. in full satisfaction of the outstanding principal and interest immediately upon consummation of the Business Combination. The transaction accounting adjustment of $22,181 will have an impact reducing the related party loan receivable and increasing the Treasury Stock of New Mondee.

Unaudited Pro Forma Condensed Combined Balance Sheet As of June 30, 2022
(in thousands, except share and per share amounts)

	ITHAX (Historical)			Mondee (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Assets
Cash and cash equivalents		$	157		$	10,932		$	8,304	3(a)		$	19,393
Restricted short-term investments			—			8,476			—				8,476
Trade accounts receivable			—			20,260			—				20,260
Contract assets			—			8,110			—				8,110
Prepaid and other current assets			35			12,421			(8,591)	3(i)			3,865
Total current assets			192			60,199			(287)				60,104
Property and equipment, net			—			10,029			—				10,029
Investments held in Trust Account			241,937			—			(241,937)	3(a)(1)			—
Goodwill			—			66,420			—				66,420
Intangible assets, net			—			60,539			—				60,539
Loan receivable from related parties			—			22,310			(22,310)	3(h)			—
Operating lease right-of-use-assets			—			2,275			—				2,275
Other non-current assets			—			1,994			—				1,994
Total assets		$	242,129		$	223,766		$	(264,534)			$	201,361
Liabilities and stockholders’ (deficit) equity
Accounts payable		$	—		$	29,740		$	—			$	29,740
Amounts payable to related parties			—			1,552			—				1,552
Paycheck Protection Program (PPP) and other government loans, current portion			—			50			—				50
Accrued expenses and other current liabilities			682			21,743			(8,807)	3(g)			13,618
Deferred revenue			—			6,743			—				6,743
Long term debt, current portion			—			15,454			(7,713)	3(l)			7,741
Total current liabilities			682			75,282			(16,520)				59,444
Deferred income taxes			—			604			—				604
Loan payable to related parties			—			195			—				195
PPP and other government loans			—			199			—				199
Long term debt excluding current portion			—			166,097			(39,123)	3(l)			126,974
Deferred revenue excluding current portion			—			13,138			—				13,138
Operating lease liabilities			—			1,648			—				1,648
Other long-term liabilities			—			2,543			—				2,543
Deferred business combination fees			7,033			—			(7,033)	3(k)			—
Warrant liability			3,600			—			(3,502)	3(e)(2)			98
Deferred underwriting fee			9,083			—			(9,083)	3(a)(4)			—
Total liabilities			20,398			259,706			(75,261)				204,843
Common stock subject to possible redemption			241,937			—			(241,937)	3(b)			—
ITHAX Class A Ordinary Shares			1			—			(1)	3(c)			—
ITHAX Class B Ordinary Shares			6			—			(6)	3(c)(2)			—
New Mondee Common Stock			—			—			52	3(d)			52
Treasury Stock			—			—			(20,310)	3(j)			(20,310)
Additional paid-in capital			—			163,626			60,576	3(e)			224,202
Accumulated other comprehensive income (loss)			—			(445)			—				(445)
Retained earnings (accumulated deficit)			(20,213)			(199,121)			12,353	3(f)			(206,981)
Total stockholders’ (deficit) equity			(20,206)			(35,940)			52,664				(3,482)
Total liabilities and stockholders’ (deficit) equity		$	242,129		$	223,766		$	(264,534)			$	201,361

Unaudited Pro Forma Condensed Combined Statement of Operations
for the Six Months Ended June 30, 2022
(in thousands, except share and per share amounts)

	ITHAX (Historical)			Mondee (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Revenue, net		$	—		$	80,303		$	—			$	80,303
Operating expenses
General and administrative expenses			7,862			4,465			—				12,327
Sales and other expenses			—			6,378			—				6,378
Marketing expenses			—			49,018			—				49,018
Personnel expenses, including stock based compensation			—			11,324			944	3(m)			12,268
Information technology expenses			—			2,464			—				2,464
Provision for doubtful accounts receivable and contract assets			—			86			—				86
Depreciation and amortization			—			5,586			—				5,586
Total operating expenses			7,862			79,321			944				88,127
Loss from operations			(7,862)			982			(944)				(7,824)
Interest income			337			261			(593)	3(p)			5
Interest expense			—			(12,830)			(1,531)	3(r)			(14,361)
Gain on extinguishment of PPP loan			—			2,009			—				2,009
Other income (expense)			3,103			764			(299)	3(o)			3,568
Loss before income taxes			(4,422)			(8,814)			(3,367)				(16,603)
Provision from income taxes			—			(290)			—				(290)
Net income (loss)			(4,422)			(9,104)			(3,367)				(16,893)
Other comprehensive income (loss)			—			—			—				—
Total comprehensive income (loss)		$	(4,422)		$	(9,104)		$	(3,367)			$	(16,893)
Basic and diluted income (loss) per share, Class A Ordinary shares subject to possible redemption		$	(0.14)		$	—		$	—			$	—
Weighted average shares outstanding, Class A Ordinary shares subject to possible redemption			24,150,000
Basic and diluted income (loss) per share, Non-redeemable Ordinary shares		$	(0.14)		$	—		$	—			$	—
Weighted average shares outstanding, Non-redeemable Ordinary shares			6,712,500
Basic and diluted income (loss) per share			N/A			N/A		$	—			$	(0.23)
Weighted average shares outstanding, basic and diluted			N/A			N/A							73,319,968	3(n)

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2021
(in thousands, except share and per share amounts)

	ITHAX (Historical)			Mondee (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Revenue, net		$	—		$	93,194		$	—			$	93,194
Operating expenses
General and administrative expenses			834			7,455			—				8,289
Sales and other expenses			—			11,165			92	3(m)			11,257
Marketing expenses			—			54,611			—				54,611
Personnel expenses, including stock based compensation			—			23,422			1,014	3(m)			24,436
Information technology expenses			—			4,058			—				4,058
Provision for doubtful accounts receivable and contract assets			—			1,874			—				1,874
Depreciation and amortization			—			12,861			—				12,861
Total operating expenses			834			115,446			1,106				117,386
Loss from operations			(834)			(22,252)			(1,106)				(24,192)
Interest income			100			505			(607)	3(p)			(2)
Interest expense			—			(23,683)			(2,917)	3(s)			(26,600)
Gain on extinguishment of PPP loans			—			5,868			—				5,868
Other income (expense)			4,045			980			(4,283)	3(q)			742
Income (Loss) before income taxes			3,311			(38,582)			(8,913)				(44,184)
Provision from income taxes			—			(323)			—				(323)
Net income (loss)			3,311			(38,905)			(8,913)				(44,507)
Other comprehensive loss			—			(311)			—				(311)
Total comprehensive income (loss)		$	3,311		$	(39,216)		$	(8,913)			$	(44,818)
Basic and diluted income per share, Class A Ordinary shares subject to possible redemption		$	0.12		$	—		$	—			$	—
Weighted average shares outstanding, Class A Ordinary shares subject to possible redemption			22,098,904			—			—				—
Basic income per Ordinary share, Class A and Class B Ordinary shares		$	0.12		$	—		$				$
Weighted average shares outstanding, Class A Ordinary shares			6,588,288			—			—				—
Diluted income per Ordinary share, Class A and Class B Ordinary shares		$	0.12		$	—		$	—			$	—
Weighted average shares outstanding, Diluted Class A and Class B Ordinary shares			6,655,171			—			—				—
Basic and diluted loss per share			N/A			N/A		$	—			$	(0.61)
Weighted average shares outstanding, basic and diluted			N/A			N/A			—				73,145,568	3(n)

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 — Description of the Business Combination

On December 20, 2021, ITHAX entered into a Business Combination Agreement by and among Merger Sub I, LLC (“Merger Sub I”), Ithax Merger Sub II, LLC (“Merger Sub II”) and Mondee, with the Business Combination being consummated on July 18, 2022.

Upon the closing of the Business Combination, subject to the terms and conditions contained in the Business Combination Agreement, ITHAX has acquired a minority interest in New Mondee, and the existing Mondee Shareholders in the aggregate, own a majority voting interest in New Mondee. Following the closing, the Company has changed its name to Mondee Holdings, Inc.

At the effective time of the Business Combination (the “Effective Time”), by virtue of the Business Combination and without any action on the part of ITHAX, Merger Sub I, Merger Sub II and New Mondee or the holders of any of New Mondee’s securities:

each Mondee Common Share that is issued and outstanding immediately prior to the Effective Time was converted into the right to receive the number of shares of Common Stock of the New Mondee equal to the Exchange Ratio (defined as the Closing Merger Consideration divided by Mondee outstanding shares), rounded down to the nearest whole share, for a total of 60,800,000 shares of New Mondee Common Stock (defined as the Merger Consideration), plus the contingent right of certain shareholders to receive the Earn-Out Consideration following the closing of the Business Combination (as defined in greater detail below);

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 Business Combination was cancelled without any conversion thereof;

the issuance and sale of 7,000,000 shares of New Mondee Common Stock immediately prior to the Business Combination for an aggregate cash purchase price of $70 million, or $10.00 per share. Of the 7 million shares of New Mondee Common Stock to be issued pursuant to the Subscription Agreements, the Sponsor, affiliates and/or assignees have agreed to purchase approximately 7.1% of New Mondee Common Stock on the same terms and conditions of the PIPE Investors at a price of $10.00 per share. The Subscription Agreements contain customary representations, warranties, covenants and agreements of ITHAX, and the PIPE Investors and are subject to customary closing conditions and termination rights;

each issued and outstanding share of common stock of Second Merger Sub was converted into and became one validly issued, fully paid and nonassessable share of common stock of the surviving corporation;

603,750 Class B ordinary Shares held by the Sponsor were forfeited in connection with the Business Combination in accordance with terms of the Business Combination Agreement.

The following summarizes consideration to Mondee at the closing of the Business Combination:

Shares transferred at Closing		60,800,000
Value per share	$	10
Total Share Consideration(1)	$	608,000,000

(1)

Excludes 9,000,000 Earn-Out Shares that may be issued pursuant to the Earn-Out Agreement, subject to the conditions set forth therein and an aggregate of 331,600 of shares of New Mondee Common Stock issuable upon the Closing to certain executive officers of Mondee. See “Beneficial Ownership of Securities” for more information.

Note 2 — Basis of presentation

The unaudited pro forma condensed combined financial information has been adjusted to include transaction accounting adjustments, which reflect the application of the accounting required by U.S.

GAAP, linking the effects of the Business Combination, described above, to the ITHAX and Mondee historical financial statements. The Company has elected not to present Management’s Adjustments and are only presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with accounting principles generally accepted in the United States of America, or GAAP. Under this method of accounting, ITHAX is treated as the “acquired” company for accounting purposes. A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Mondee. Mondee is deemed the accounting predecessor and New Mondee is the successor SEC registrant, which means that Mondee’s financial statements for previous periods is disclosed in New Mondee’s future periodic reports filed with the SEC. The consolidated assets, liabilities and results of operations of Mondee is now the historical financial statements of New Mondee, and ITHAX’s assets, liabilities and results of operations is consolidated with Mondee beginning on the acquisition date. Mondee has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•

Mondee’s pre-combination stockholders have the majority of the voting power in the post- Business Combination company;

•

Mondee’s stockholders have the ability to appoint a majority of the New Mondee Board;

•

Mondee’s management team is considered the management team of the post-Business Combination company;

•

Mondee’s prior operations is comprised of the ongoing operations of the post-Business Combination company;

•

Mondee is the larger entity based on historical revenues and business operations; and

•

The post-Business Combination company has assumed Mondee’s operating name.

The unaudited pro forma condensed combined balance sheet as of June 30, 2022, assumes that the Business Combination occurred on June 30, 2022. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 and six months ended June 30, 2022 presents the pro forma effect of the Business Combination as if it had been completed on January 1, 2021. These periods are presented on the basis of Mondee being the accounting acquirer.

The unaudited pro forma condensed combined balance sheet as of June 30, 2022 has been prepared using, and should be read in conjunction with, the following:

•

ITHAX’s unaudited condensed consolidated balance sheet as of June 30, 2022 and the related notes for the six months ended June 30, 2022, included in the Proxy Statement/Prospectus; and

•

Mondee’s unaudited condensed consolidated balance sheet as of June 30, 2022 and the related notes for the six months ended June 30, 2022, included in the Proxy Statement/Prospectus.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments (“Transaction Accounting Adjustments”). As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of New Mondee. They should be read in conjunction with the audited financial statements and notes thereto of each of ITHAX and Mondee included in the Proxy Statement/Prospectus.

The unaudited pro forma condensed combined financial information does not reflect the income tax effects of the pro forma adjustments as based on the statutory rate in effect for the historical periods presented. Management believes this unaudited pro forma condensed combined financial information to not be meaningful given the combined company has incurred significant losses during the historical periods presented.

The following table summarizes the pro forma common stock shares outstanding at Closing on a combined basis:

	Pro Forma Combined
	Number of Outstanding Shares		Percentage of Outstanding Shares
Mondee Stockholder(1)		60,800,000		80.7%
Initial Shareholders(2)		6,502,500		8.6%
Cantor		210,000		0.3%
Former ITHAX Class A Public Shareholders		838,468		1.1%
PIPE Investors		7,000,000		9.3%
Total		75,350,968		100%

(1)

Excludes the 9,000,000 shares of New Mondee Common Stock that New Mondee may issue to the Members pursuant to the Earn-Out Agreement and an aggregate of 331,600 of shares of New Mondee Common Stock issuable upon the Closing to certain executive officers of Mondee. See “Beneficial Ownership of Securities” and “Mondee’s Executive and Director Compensation — Employment Agreements with our Named Executive Officers” for more information. The aggregate number of shares to the Mondee Stockholder includes up to 2,031,000 shares of New Mondee common stock that may be transferred to Mondee, Inc (a subsidiary of the Company) by Prasad Gundumogula in full or partial satisfaction of the Mondee Group Note, as amended. See “Unaudited Pro Forma Condensed Combined Financial Information” and the notes thereto included elsewhere in this Report and “Certain Relationships and Related Person Transactions — Mondee — Mondee Group Note.”

(2)

Excludes the shares purchased by the Sponsor in the PIPE Financing. The 7,000,000 shares purchased by PIPE investors is reflected separately above.

Upon consummation of the Business Combination, certain holders of New Mondee capital stock, immediately prior to consummation of the Business Combination will have the contingent right to receive Earn-Out Shares. The aggregate number of Earn-Out Shares is 9,000,000 shares of New Mondee Common Stock. The Earn-Out Shares will be issued following the Business Combination, as further described below.

The Earn-Out Shares are issuable following the consummation of the Business Combination as follows: (a) one-third (1/3) shares of New Mondee Common Stock if the closing share price of a share of New Mondee Common Stock is equal to or exceeds $12.50 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the closing and ending on the fourth anniversary of the closing, (b) one-third (1/3) shares of New Mondee Common Stock if the closing share price of a share of New Mondee Common Stock is equal to or exceeds $15.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the closing and ending on the fourth anniversary of the closing and (c) one-third (1/3) shares of New Mondee Common Stock if the closing share price of a share of New Mondee Common Stock is equal to or exceeds $18.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the closing and ending on the fourth anniversary of the closing.

The issuance of such Earn-Out Shares would dilute the value of all shares of New Mondee Common Stock outstanding at that time. Assuming the current capitalization structure, the approximately 3,000,000 Earn-Out Shares that would be issued upon meeting the $12.50 Earn-Out threshold, would represent approximately 3% of total shares outstanding at Closing. Assuming the current capitalization structure, the

total shares of an additional approximately 3,000,000 Earn-Out Shares that would be issued upon meeting the $15.00 Earn-Out threshold, would represent approximately 3% of total shares outstanding at Closing. Assuming the current capitalization structure, the total shares of approximately 3,000,000 Earn-Out Shares that would be issued upon meeting the $18.00 Earn-Out threshold, would represent an additional approximately 3% (approximately 9% if all thresholds are met) of total shares outstanding at Closing.

The Company has concluded that the Earn-Out Shares issuable to holders of New Mondee capital stock are accounted for as liability instruments under ASC 815-40. As terms are subject to change, the unaudited pro forma condensed combined financial information does not give effect to the impacts from such Earn-Out Shares issuable.

Note 3 — Transaction Accounting Adjustments

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2022 are as follows:

3(a)

Represents transaction accounting adjustments to cash and cash equivalents balance of the Company:

	Transaction Accounting Adjustments
ITHAX cash held in Trust Account(1)		$	241,937
PIPE Financing(2)			70,000
Payment of transaction costs(3)			(19,597)
Payment of deferred underwriting fees(4)			(9,083)
Redemption of ITHAX Public Shareholders(5)			(233,586)
TCW Prepayment(6)			(41,200)
TCW 3rd Party Cost(7)			(167)
Total transaction accounting adjustments		$	8,304

(1)

Represents the reclassification of cash held in the Trust Account to cash and cash equivalents that became available following the Business Combination, and prior to redemptions.

(2)

Represents the issuance, in a private placement consummated concurrently with the closing of the Business Combination, to PIPE investors of 7,000,000 shares of ITHAX Class A Common Stock at $10 per share, for an aggregate purchase price of $70.0 million.

(3)

Represents payment of other transaction costs of $10.9 million incurred by Mondee for legal, financial advisory and other professional fees incurred in consummating the Business Combination. The unaudited pro forma condensed combined balance sheet reflects Mondee costs as a reduction of cash with a corresponding decrease in additional paid-in capital of $11.4 million. Additionally, this includes transaction costs incurred by ITHAX in the amount of $8.7 million. The unaudited pro forma condensed combined balance sheet reflects payment of these costs as a reduction of cash, with a corresponding decrease in additional paid-in capital and an increase in accumulated deficit.

(4)

Represents payment of deferred underwriting fees incurred as part of ITHAX’s IPO committed to be paid upon the consummation of the Business Combination with a corresponding increase in accumulated deficit.

(5)

Represents the redemption of 23,311,532 shares of ITHAX from ITHAX public shareholders who elected to have their shares redeemed in connection with the Business Combination for an aggregate redemption price of $233,586.

(6)

(7)

Represents the 3rd party cost of $167 thousand related to the TCW loan pursuant to the seventh amendment dated July 18, 2022.

3(b)

Represents the reclassification of $241.9 million of ITHAX public shares from mezzanine equity to permanent equity, prior to redemptions. The unaudited pro forma condensed balance sheet reflects the reclassification with a corresponding increase of $241.9 million to additional paid in-capital and an increase of $0.02 million to ITHAX Class A Common Stock.

3(c)

The following table represents the impact of the Business Combination on ITHAX Class A Common Stock:

	Transaction Accounting Adjustments
Conversion and recapitalization of ITHAX Stock(1)		$	(31)
ITHAX’s Domestication(2)			6
Reclassification of ITHAX’s redeemed shares to ITHAX Class A common stock3(b)			24
Total transaction accounting adjustments		$	(1)

(1)

The adjustment reflects recapitalization of ITHAX’s shares (exchange of New Mondee shares for ITHAX shares).

(2)

The adjustment reclassifies par value of ITHAX’s Class B Ordinary Shares to Class A Ordinary Shares as a result of ITHAX’s domestication.

3(d)

The following table represents the impact of the Business Combination on New Mondee Common Stock:

	Transaction Accounting Adjustments
PIPE Offering3(a)(2)		$	7
Conversion and Recapitalization of ITHAX & Mondee Stock(1)			68
Redemption of ITHAX Public Shareholder(e)(5)			(23)
Total transaction accounting adjustments		$	52

(1)

The adjustment reflects recapitalization of Mondee and ITHAX shares (exchange of New Mondee shares for ITHAX and Mondee shares).

3(e)

The following table represents the impact of the Business Combination on additional paid -in capital:

	Transaction Accounting Adjustments
Payment of Mondee and ITHAX transaction costs3(a)(3)		$	(12,348)(4)
Reclassification of ITHAX’s redeemable shares to ITHAX Class A Common Stock3(b)			241,913
PIPE Financing3(a)(2)			69,993
Elimination of historical ITHAX accumulated deficit(1)			(20,213)

	Transaction Accounting Adjustments
Reclassification of ITHAX Public Warrants(2)		$	3,502
Conversion and Recapitalization of ITHAX & Mondee Stock3(c)(1)			(37)
Incentive Units Vesting Upon IPO(3)			944
Redemption of ITHAX Public Shareholders(5)			(230,928)
Issuance of Class G Units(6)			9,750
Metaminds Purchase Price Consideration(7)			(2,000)
Total transaction accounting adjustments		$	60,576

(1)

Reflects the reclassification of ITHAX’s historical accumulated deficit to additional paid-in-capital in connection with the consummation of the Business Combination.

(2)

Reflects the reclassification of $3.5 million of warrant liabilities associated with ITHAX’s public warrants to additional paid-in capital. Upon the consummation of the Business Combination, New Mondee has a single class equity structure, and the public warrants qualify as equity instruments under ASC 815, Derivatives and Hedging.

(3)

Reflects the calculated valuation of the Incentive stock units under the Black Scholes Model to additional paid-in-capital in connection with the consummation of the Business Combination.

(4)

The $12.3 million in transaction costs is comprised of $11.4 million and $994 thousand related to Mondee and ITHAX, respectively.

(5)

Represents the redemption of 23,311,532 shares of ITHAX from ITHAX public shareholders who elected to have their shares redeemed in connection with the Business Combination. The aggregate redemption price was $233,586, of which $23 was recorded to New Mondee Common Stock and $230,928 was recorded to additional paid-in capital. The $230,928 net effect on additional paid-in capital includes both the $233,586 from the redemption of shares and the offsetting $2,635 of transaction costs allocated to the warrant liability.

(6)

Reflects the issuance of 3,000,000 Class G units at a stock value of $3.25 in association with Amendment 7 of the TCW debt agreement.

(7)

Represents the purchase price consideration of $2 million to acquire the assets and liabilities of Metamind Technologies Pvt. Ltd. This is a common control transaction.

3(f)

Reflects the reclassification of ITHAX’s historical accumulated deficit to additional paid-in-capital in connection with the consummation of the Business Combination, offset by the incentive stock units adjusted to reflect the New Mondee Profit sharing units vested in connection with the consummation of the Business Combination and offset by $0.1 million of transaction cost pertaining to public warrants allocation.

3(g)

Reflects the transaction cost incurred as of June 30, 2022 recorded within accrued expenses, other current liabilities, deferred legal fee, and deferred printer fee.

3(h)

Represents $20.3 million settlement of the related party loan receivable by delivery of New Mondee Common Stock, as applicable on consummation of the Business Combination. On the unaudited pro forma condensed balance sheets, such adjustment reflects repayment of the loan receivable in accordance with the terms of the agreement, as the same may be amended. See “Certain Relationships and Related Person Transactions — Mondee — Mondee Group Note.”

On July 18, 2022, Mondee entered into an asset purchase agreement with Metaminds Technologies Private Limited (“Metaminds”) to acquire substantially all of the assets of the Company for a purchase consideration of $2 million. Management is currently evaluating the impact and values of all major classes of assets and liabilities acquired from the transaction, including the information required for contingencies.

3(i)

Reflects the transaction costs incurred as of June 30, 2022 recorded within other current assets.

3(j)

Reflects 2,031,000 shares of New Mondee Common Stock assumed at a fair value of $10 delivered to the Company as repayment upon the settlement of the related party loan receivable on consummation of the Business Combination. On the unaudited pro forma condensed balance sheets, such adjustment reflects repayment of the loan receivable in accordance with the terms of the agreement, as the same may be amended. See “Certain Relationships and Related Person Transactions — Mondee — Mondee Group Note.”

3(k)

Represents payment of transaction costs incurred by ITHAX for financial advisory and other professional fees incurred in consummating the Business Combination. The unaudited pro forma condensed combined balance sheet reflects ITHAX costs as a reduction of cash with a corresponding decrease in additional paid-in capital.

3(l)

Represents the prepayment of $41.2 million which includes $40 million of principal SPAC prepayment and a 3% fee charged on the prepayment. The SPAC prepayment is related to the TCW loan pursuant seventh amendment dated July 18th, 2022. The $1.2 million SPAC prepayment fee was partially offset by $451 thousand related to its amortization. Additionally, the TCW debt recognized issuance cost associated with the distribution of Class G units of $9.8 million which was partially offset by $3.7 million related to its amortization.

Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2021 and six months ended June 30, 2022

3(m)

Represents New Mondee Profit sharing units vested in connection with the consummation of the Business Combination. This is a non-recurring item.

3(n)

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of post-business combination shares of Common Stock outstanding at the closing of the Business Combination and the PIPE Financing assuming they each occurred on January 1, 2021, as fully described in Note 4. For the issuance of additional shares in connection with the Business Combination, the calculations assume the shares were outstanding at the beginning of the periods presented. When assuming redemptions, the calculations are adjusted to eliminate such shares for the entire periods.

The Company excluded warrants underlying public units of 12,075,000 and warrants underlying private units of 337,500 from the computation of diluted net loss per share attributable to common shareholders for all redemption scenarios because these warrants represent contingently issuable shares. Contingently issuable shares should be included in EPS only when there is no circumstance under which those shares would not be issued. If the transaction does not go through, these shares will not be issued. These warrants are not shares that will or must be issued to consummate the transaction.

Further, the per share pro forma net loss excludes the impact of outstanding and unexercised public and Private Placement Warrants as the inclusion of these would have been anti-dilutive.

3(o)

Represents the portion of capitalized transaction costs, incurred by ITHAX for the Business Combination, allocated to the derivative warrant liabilities at $299 thousand, which are expensed in the unaudited condensed combined pro forma statement of operations and reduce retained earnings. This is a non-recurring item.

3(p)

The $593 thousand is comprised of the elimination of the interest income earned on the related party loan receivable of $256 thousand and the elimination of the income earned on the money market fund of $337 thousand that is not expected to continue after the business combination for the year ended June 30, 2022. The $607 thousand is comprised of the elimination of the interest income earned on the related party loan receivable of $507 thousand and the elimination of the income earned on the money market fund of $100 thousand that is not expected to continue after the business combination for the year ended December 31, 2021.

On the unaudited pro forma condensed statement of operations, the related party loan reflects repayment of the loan receivable in accordance with the terms of the agreement, as the same may be amended. See “Certain Relationships and Related Person Transactions — Mondee — Mondee Group Note.”

3(q)

Represents the portion of capitalized transaction costs, incurred by ITHAX for the Business Combination, allocated to the derivative warrant liabilities at $4.3 million, which are expensed in the unaudited condensed combined pro forma statement of operations and reduce retained earnings. This is a non-recurring item.

3(r)

The $1.5 million is comprised of the amortization expense related to the issuance of Class G units in connection with Amendment 7 of the TCW Loan totaling $1.2 million, the amortized SPAC prepayment issuance cost of $149 thousand, and the 3rd party cost associated with the TCW debt modification of $167 thousand. The 3rd party cost is a non-recurring item.

3(s)

The $2.9 million is comprised of the amortization expense related to the issuance of Class G units in connection with Amendment 7 of the TCW Loan totaling $2.5 million, the amortized SPAC prepayment issuance cost of $301 thousand, and the 3rd party cost associated with the TCW debt modification of $167 thousand. The 3rd party cost is a non-recurring item.

4. Net loss per Share

Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2021. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire periods presented (amounts in thousands, except share and per share data).

The 9 million Earnout Shares, issuable in three equal tranches to the certain Equity holders have been excluded from basic and diluted pro forma net loss per share as such shares are contingently issuable until the Earnout Triggering Events have occurred.

	Six Months Ended June 30, 2022			Year Ended December 31, 2021
	Pro Forma Combined			Pro Forma Combined
Unaudited Pro Forma Net Loss		$	(16,893)		$	(44,507)
Basic weighted average shares outstanding			73,319,968			73,145,568
Net loss per share- Basic and Diluted		$	(0.23)		$	(0.61)
Basic weighted average shares outstanding
Mondee Stockholder			60,800,000			60,800,000
Initial Shareholders			6,502,500			6,502,500
Cantor			210,000			210,000
Former ITHAX Class A Public Shareholders			838,468			838,468
PIPE Investors			7,000,000			7,000,000
Treasury Stock			(2,031,000)			(2,205,400)
Total			73,319,968			73,145,568