Name
|
| |
Position
|
|
Prasad Gundumogula | | | Founder, Chief Executive Officer and Director (Chairman) | |
Orestes Fintiklis | | | Chief Corporate Strategy and Business Development Officer and Director (Vice-Chairman) | |
Dan Figenshu | | | Chief Financial Officer | |
Venkat Pasupuleti | | | Chief Technology Officer | |
Jim Dullum | | | Chief Operating Officer | |
Asi Ginio | | | Director | |
Mona Aboelnaga Kanaan
|
| | Director | |
Roopa Purushothaman | | | Director | |
Noor Sweid | | | Director | |
Pradeep Udhas | | | Director | |
Exhibit
Number |
| |
Description
|
|
(a)(1)(A) | | | | |
(a)(1)(B) | | | | |
(a)(1)(C) | | | | |
(a)(1)(D) | | | | |
(a)(1)(E) | | | | |
(a)(2) – (4) | | | Not Applicable | |
(a)(5)(i) | | | Press Release, dated September 16, 2022, announcing cash tender offer for Mondee Holdings, Inc. warrants. | |
(a)(5)(ii) | | | | |
(b) | | | Not Applicable | |
(d)(1) | | | Amended and Restated Warrant Agreement, dated July 18, 2022, between Mondee Holdings, Inc. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.3 to Mondee Holdings, Inc.’s Current Report on Form 8-K filed July 20, 2022). | |
(d)(2) | | | Registration Rights Agreement, dated as of July 18, 2022, by and among Mondee Holdings, Inc. ITHAX Acquisition Sponsor LLC, Mondee Holdings, LLC, and the other holders party thereto. (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed July 20, 2022). | |
(g) | | | Not Applicable | |
(h) | | | Not Applicable | |
107 | | | |
| |
THE OFFER PERIOD AND YOUR RIGHT TO WITHDRAW WARRANTS THAT YOU TENDER WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON OCTOBER 17, 2022, UNLESS THE OFFER PERIOD IS EXTENDED. THE COMPANY MAY EXTEND THE OFFER PERIOD AT ANY TIME.
|
| |
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 5 | | | |
| | | | 5 | | | |
| | | | 6 | | | |
| | | | 9 | | | |
| | | | 10 | | | |
| | | | 10 | | | |
| | | | 12 | | | |
| | | | 13 | | | |
| | | | 13 | | | |
| | | | 14 | | | |
| | | | 17 | | | |
| | | | 18 | | | |
| | | | 21 | | | |
| | | | 24 | | | |
| | | | 25 | | |
Name
|
| |
Position
|
|
Prasad Gundumogula | | | Founder, Chief Executive Officer and Director (Chairman) | |
Orestes Fintiklis | | |
Chief Corporate Strategy and Business Development Officer
and Director (Vice-Chairman) |
|
Dan Figenshu | | | Chief Financial Officer | |
Venkat Pasupuleti | | | Chief Technology Officer | |
Jim Dullum | | | Chief Operating Officer | |
Asi Ginio | | | Director | |
Mona Aboelnaga Kanaan | | | Director | |
Roopa Purushothaman | | | Director | |
Noor Sweid | | | Director | |
Pradeep Udhas | | | Director | |
| | |
Public Warrants
|
| |||||||||
| | |
High
|
| |
Low
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Fiscal 2021 | | | | | | | | | | | | | |
First Quarter(1)
|
| | | $ | 1.00 | | | | | $ | 0.44 | | |
Second Quarter
|
| | | $ | 0.95 | | | | | $ | 0.49 | | |
Third Quarter
|
| | | $ | 0.83 | | | | | $ | 0.52 | | |
Fourth Quarter
|
| | | $ | 0.82 | | | | | $ | 0.48 | | |
Fiscal 2022 | | | | | | | | | | | | | |
First Quarter (through March 31, 2022)
|
| | | $ | 0.80 | | | | | $ | 0.24 | | |
Second Quarter
|
| | | $ | 0.75 | | | | | $ | 0.29 | | |
Third Quarter (through September 12, 2022)(2)
|
| | | $ | 0.57 | | | | | $ | 0.27 | | |
| | |
Nature of
Beneficial Ownership |
| |
Percentage of
Outstanding Shares |
| ||||||
Name and Address of Beneficial Owner | | | | | | | | | | | | | |
Directors and Executive Officers(1) | | | | | | | | | | | | | |
Prasad Gundumogula(2)(3)
|
| | | | 67,113,448 | | | | | | 82.5% | | |
Dan Figenshu
|
| | | | 119,600 | | | | | | * | | |
Venkat Pasupuleti
|
| | | | — | | | | | | — | | |
Jim Dullum
|
| | | | 112,000 | | | | | | * | | |
Orestes Fintiklis(4)
|
| | | | 4,026,671 | | | | | | 5.0% | | |
Asi Ginio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | * | | | | | | * | | |
Mona Aboelnaga Kanaan(5)
|
| | | | 19,000 | | | | | | * | | |
Roopa Purushothaman
|
| | | | — | | | | | | — | | |
Noor Sweid
|
| | | | — | | | | | | — | | |
Pradeep Udhas
|
| | | | — | | | | | | — | | |
All Executive Officers and Directors as a group (10 individuals)
|
| | | | 74,205,300 | | | | | | 91.3% | | |
Greater than Five Percent Holders | | | | | | | | | | | | | |
FLY OCP LLC(6)
|
| | | | 9,421,778 | | | | | | 11.6% | | |
Entities Affiliated with Morgan Stanley(7)
|
| | | | 7,597,415 | | | | | | 9.3% | | |
Vajid Jafri(8)
|
| | | | 4,743,299 | | | | | | 5.8% | | |
Name and Address Beneficial Owner of Private Placement Warrants
|
| |
Number of Private
Placement Warrants Beneficially Owned |
| |
% of Private
Placement Warrants |
| ||||||
Orestes Fintiklis(1)
|
| | | | 174,375 | | | | | | 51.66% | | |
Dimitrios Athanasopoulos(1)
|
| | | | 17,437 | | | | | | 5.16% | | |
Antonios Achilleoudis(1)
|
| | | | 17,438 | | | | | | 5.16% | | |
Faros Capital Holdings Ltd.(1)
|
| | | | 17,438 | | | | | | 5.16% | | |
Alexandros Argyros(1)
|
| | | | 5,812 | | | | | | 1.72% | | |
Cantor Fitzgerald & Co.(2)
|
| | | | 105,000 | | | | | | 31.11% | | |
TOTAL | | | | | 337,500 | | | | | | 100.00% | | |
| |
THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON OCTOBER 17, 2022, OR SUCH LATER TIME AND DATE TO WHICH WE MAY EXTEND. PUBLIC WARRANTS (AS DEFINED BELOW) AND THE PRIVATE PLACEMENT WARRANTS (AS DEFINED BELOW) (COLLECTIVELY, THE “WARRANTS”) TENDERED PURSUANT TO THE OFFER AND CONSENT SOLICITATION MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED BELOW). CONSENTS MAY BE REVOKED ONLY BY WITHDRAWING THE TENDER OF THE RELATED WARRANTS AND THE WITHDRAWAL OF ANY WARRANTS WILL AUTOMATICALLY CONSTITUTE A REVOCATION OF THE RELATED CONSENTS.
|
| |
Name(s) and Address(es) of Registered Holder(s) of Warrants
|
| |
Number of Warrants Tendered
|
|
| | | | |
| | | | |
| | | Total: | |
| Name of Tendering Institution: | | |
|
|
| Account Number: | | |
|
|
| Transaction Code Number: | | |
|
|
| |
IMPORTANT: PLEASE SIGN HERE
(SEE INSTRUCTIONS AND ALSO COMPLETE ACCOMPANYING IRS FORM W-9 OR APPROPRIATE IRS FORM W-8) |
| |
| |
By completing, executing and delivering this Letter of Transmittal and Consent, the undersigned hereby tenders the Warrants indicated in the table above entitled “Description of Warrants Tendered.”
|
| |
| |
SIGNATURES REQUIRED
Signature(s) of Registered Holder(s) of Warrants |
| |
| |
Name:
|
| |
| |
Address:
|
| |
| |
Date:
|
| |
| | (The above lines must be signed by the registered holder(s) of Warrants as the name(s) appear(s) on the Warrants or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed assignment from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal and Consent. If Warrants to which this Letter of Transmittal and Consent relates are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal and Consent. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, then such person must set forth his or her full title below and, unless waived by the Company, submit evidence satisfactory to the Company of such person’s authority so to act. See Instruction 3 regarding the completion and execution of this Letter of Transmittal and Consent.) | | |
| |
Name:
|
| |
| |
Address:
|
| |
| |
Date:
|
| |
| |
Area Code and Telephone Number:
|
| |
| |
(PLEASE PRINT OR TYPE)
(INCLUDE ZIP CODE) |
| |
| |
GUARANTEE OF SIGNATURE(S) (IF REQUIRED)
(SEE INSTRUCTIONS, INCLUDING INSTRUCTION 4) |
| |
| |
Certain signatures must be guaranteed by Eligible Institution.
Signature(s) guaranteed by an Eligible Institution: |
| |
| |
Authorized Signature
|
| |
| |
Title
|
| |
| |
Name of Firm
|
| |
| |
Address, Including Zip Code
|
| |
| | Date: | | |
| |
The Information Agent for the Offer and Consent Solicitation is:
|
| |
| |
Morrow Sodali, LLC
333 Ludlow Street, 5th Floor, South Tower Stamford, CT 06902 |
| |
| |
Telephone number toll-free: (800) 662-5200
Email: mond.info@investor.morrowsodali.com |
| |
|
Signatures:
|
|
|
Name(s) of Warrant Holders(s):
(please type or print)
|
|
|
Certificate Nos.:
|
|
|
Address:
(Include Zip Code)
|
|
|
Daytime Area Code and Telephone Number:
|
|
|
Date:
|
|
| If Warrants will be delivered by book-entry transfer, provide the Account Number. | |
|
Account Number(s):
|
|
|
Name of Firm:
|
|
|
Authorized Signature:
|
|
|
Name:
(Please Print)
|
|
|
Title:
|
|
|
Address:
|
|
|
Areas Code(s) and Telephone Number(s):
|
|
|
Dated:
, 2022
|
|
|
Account Number:
|
| |
Signature(s):
|
|
|
Print Name(s):
|
| |||
|
Address(es):
|
| |||
|
Area Code and Telephone Number:
|
| |||
|
Taxpayer Identification or Social Security Number:
|
| |||
|
Date:
|
|
Exhibit (a)(5)(i)
Mondee
Announces Commencement of an Offer to Purchase and
Consent Solicitation Relating to its Warrants
AUSTIN, Texas - Mondee Holdings, Inc. (Nasdaq: MOND) (“Mondee” or the “Company”), the high-growth, travel technology company and marketplace, with a portfolio of globally recognized platforms and brands in the leisure and corporate travel sectors, today announced that it has commenced an offer to purchase (the “Offer”) all of its outstanding public warrants (the “Public Warrants”) and private placement warrants (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”) to purchase shares of its Class A common stock, par value $0.0001 per share, at a purchase price of $0.65 in cash, without interest. The purpose of the Offer is to reduce the number of shares of Class A common stock that would become outstanding upon the exercise of Warrants, thus providing investors and potential investors with greater certainty as to Mondee’s capital structure.
Mondee is also soliciting consents (the “Consent Solicitation”) to amend the Amended and Restated Warrant Agreement, dated as of July 18, 2022 (the “Warrant Agreement”), by and between Mondee and Continental Stock Transfer & Trust Company (the “Transfer Agent”), which governs all of the Warrants, to permit Mondee to redeem each outstanding Warrant for $0.01 in cash, without interest, which is approximately 98% less than the price applicable to the Offer (such amendment, the “Warrant Amendment”). Pursuant to the terms of the Warrant Agreement, the adoption of the Warrant Amendment will require the consent of holders of at least a simple majority of the outstanding Public Warrants as it relates to the Public Warrants and the consent of holders of at least a simple majority of the outstanding Private Placement Warrants as it relates to the Private Placement Warrants. In order to tender the Warrants in the Offer and receive $0.65 in cash for each of their Warrants, holders of the Warrants are required to execute the Consent Solicitation.
The Offer will be open until one minute after 11:59 p.m., Eastern Time, on October 17, 2022, unless extended or earlier terminated by Mondee (the “Expiration Date”). Tendered Warrants may be withdrawn by holders at any time prior to the Expiration Date. is the Company’s obligation to complete the Offer is not conditioned on the tender of a minimum amount of Warrants.
The Offer and Consent Solicitation are being made pursuant to an Offer to Purchase dated September 16, 2022, and Schedule TO, dated September 16, 2022, each of which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and more fully set forth the terms and conditions of the Offer and Consent Solicitation.
The Company’s Class A common stock and Public Warrants are listed on The Nasdaq Stock Market LLC under the symbols “MOND” and “MONDW,” respectively. As of June 30, 2022, a total of 12,397,485 Warrants were outstanding.
Roth Capital Partners, LLC has been appointed as the Dealer Manager for the Offer and Consent Solicitation, Morrow Sodali (“Morrow”) has been appointed as the Information Agent for the Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company has been appointed as the Depositary for the Offer and Consent Solicitation. All questions concerning tender procedures and requests for additional copies of the offer materials, including the letter of transmittal and consent should be directed to Morrow at (800) 662-5200 (toll-free) or mond.info@investor.morrowsodali.com.
Important Additional Information Has Been Filed with the SEC
Copies of the Schedule TO and Offer to Purchase will be available free of charge at the website of the SEC at www.sec.gov. Requests for documents may also be directed Morrow at (800) 662-5200 (toll-free) or mond.info@investor.morrowsodali.com.
This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the Warrants. The Offer and Consent Solicitation are being made only through the Schedule TO and Offer to Purchase, and the complete terms and conditions of the Offer and Consent Solicitation are set forth in the Schedule TO and Offer to Purchase.
Holders of the Warrants are urged to read the Schedule TO and Offer to Purchase carefully before making any decision with respect to the Offer and Consent Solicitation because they contain important information, including the various terms of, and conditions to, the Offer and Consent Solicitation.
None of Mondee, any of its management or its board of directors, or the Dealer Manager or the Information Agent or Depositary or any other person makes any recommendation as to whether or not Warrant holders should tender Warrants for exchange in the Offer or consent to the Warrant Amendment in the Consent Solicitation. Warrant holders must make their own decision as to whether to tender their Warrants and, if so, how many Warrants to tender.
About Mondee
Mondee is a group of leading travel technology, service, and content companies driving disruptive innovative change in the leisure and corporate travel markets. They deliver a revolutionary technology platform of SaaS, mobile, and cloud products and services to a global customer base, processing over 50 million daily searches and multi-billion dollars of transactional volume yearly. The Company is connecting a network of 50,000+ leisure travel advisors and gig economy workers to 500+ airlines and over 1 million hotel and vacation rentals, packaged solutions and ancillary offerings. Founded in 2011, Mondee is headquartered in Austin, Texas, with 17 offices in the USA and Canada, and operations in India, Thailand, and Ireland. On July 18, 2022, Mondee completed a business combination with ITHAX Acquisition Corp., a former Cayman Islands exempted company, and has been trading as a publicly listed company on Nasdaq since July 19, 2022 under the ticker symbol “MOND”. For more information, please visit https://www.mondee.com.
Forward-Looking Statements:
This press release contains “forward-looking statements” within the meaning of federal securities law. Forward-looking statements can be identified by words such as: “believe,” “can”, “"may,” “expects,” “intends,” “potential,” “plans,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding future growth, performance, business prospects and opportunities, future plans and intentions or other future events are forward looking statements. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. The Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the ability to implement business plans, forecasts, and other expectations after the recently completed business combination between ITHAX Acquisition Corp. and Mondee Holdings II, Inc., the outcome of any legal proceedings that may be instituted against the Company or others and any definitive agreements with respect thereto, the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees, the ability to meet Nasdaq’s listing standards, and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s registration statement on Form S-4 relating to the business combination declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 27, 2022, the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2022, and in the Company’s subsequent filings with the SEC. There may be additional risks that the Company does not presently know of or that the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events.
For Further Information, Contact:
Public
Relations
pr@mondee.com
Investor
Relations
ir@mondee.com
Exhibit (a)(5)(ii)
This announcement is neither an offer to purchase nor a solicitation of an offer to sell Warrants (as defined below). The Offer (as defined below) is made solely pursuant to the Offer to Purchase and Consent Solicitation, dated September 16, 2022, and the related Letter of Transmittal and Consent, as they may be amended or supplemented from time to time. The information contained or referred to therein is incorporated herein by reference. The Offer is being made to all holders of Warrants, provided that the Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Warrants in any state in which making or accepting the Offer would violate that state’s laws. In any state where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Company’s behalf by the Dealer Manager (as defined below) or one or more registered brokers or dealers licensed under the laws of such state.
Notice of Offer to Purchase
by
Mondee Holdings, Inc.
of
Warrants to Acquire Class A Common Stock
Mondee Holdings, Inc., a Delaware corporation (the “Company”), hereby offers to purchase (a) 12,059,985 outstanding publicly traded warrants to purchase Class A common stock which were publicly issued and sold as part of units of the Company, formerly known as ITHAX Acquisition Corp. (“ITHAX”), in connection with the initial public offering of ITHAX’s securities on February 1, 2021 (the “ITHAX IPO”), which entitle such warrant holders to purchase one share of the Company’s Class A common stock at an exercise price of $11.50, subject to adjustments (the “Public Warrants”), and (b) 337,500 outstanding warrants to purchase Class A common stock which were privately issued in connection with the ITHAX IPO based on an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), which entitle such warrant holders to purchase one share of the Company’s Class A common stock at an exercise price of $11.50, subject to adjustments (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”), for $0.65 in cash, without interest (“Offer Purchase Price”) and less any required withholding taxes, in exchange for each Warrant tendered by the holder.
The offer is upon the terms and subject to the conditions described in the Offer to Purchase and Consent Solicitation (the “Offer to Purchase”), the related Letter of Transmittal and Consent and the other materials filed with the Securities and Exchange Commission (“SEC”) as exhibits to the Tender Offer Statement on Schedule TO-I (collectively with the Offer to Purchase, as each may be amended or supplemented from time to time, the “Offer Materials”). The terms and conditions set forth in the Offer Materials collectively constitute the “Offer”.
As part of the Offer, the Company is also soliciting consents from the holders of the Warrants to amend the Amended and Restated Warrant Agreement, dated as of July 18, 2022, by and between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), which governs the terms of all Warrants, to permit the Company to redeem each Warrant that is outstanding upon the closing of the Offer for $0.01 in cash, without interest (the “Warrant Amendment”), which is 98% less than the Offer Purchase Price. Although we intend to redeem all remaining outstanding Warrants if the Warrant Amendment is approved, we would not be required to effect such a redemption and may defer doing so until it is most advantageous to us. Pursuant to the terms of the Warrant Agreement, the consent of holders of at least a majority of the outstanding Public Warrants is required to approve the Warrant Amendment as it applies to the Public Warrants and at least a majority of the outstanding Private Placement Warrants as it applies to the Private Placement Warrants. Holders of the Warrants who desire to tender their Warrants pursuant to the Offer are required to consent to the Warrant Amendment. Accordingly, consents will be deemed to be delivered for all Warrants tendered on or before the Expiration Date for the Offer and Consent Solicitation. The foregoing is only a summary of the Warrant Amendment, and is qualified by reference to the full text of the Warrant Amendment, set forth as Annex A to the Offer to Purchase.
The Offer is not conditioned upon any minimum number of Warrants being tendered in the Offer. The Offer is, however, subject to other conditions described in the Offer to Purchase.
THE OFFER EXPIRES ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, AT THE END OF THE DAY ON OCTOBER 17, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED.
The Company expressly reserves the right to extend the Offer at any time and from time to time by notice to the Depositary (as defined in the Offer to Purchase) and by making a public announcement of such extension, in which event the term “Expiration Date” shall mean the latest time and date to which the Offer, as so extended by the Company, shall expire. During any such extension, all Warrants previously tendered and not properly withdrawn will remain subject to the Offer and to the right of the tendering holder to withdraw such holder’s Warrants.
The Company may terminate the Offer if any of the conditions of the Offer are not satisfied prior to the Expiration Date. In the event that the Company terminates the Offer, all Warrants tendered by a holder in connection with the Offer will be returned to such holder and the Warrants will expire in accordance with their terms on July 18, 2027, at 5:00 p.m. Eastern Time, and will otherwise remain subject to their original terms.
Warrant holders wishing to tender their Warrants must follow the procedures set forth in Section 2 of the Offer to Purchase and in the Letter of Transmittal and Consent. To validly tender Warrants pursuant to the Offer, a properly completed and duly executed Letter of Transmittal and Consent or photocopy thereof, together with any required signature guarantees, must be received by the Depositary at its address set forth on the last page of the Offer to Purchase prior to the Expiration Date.
Warrant holders who hold Warrants in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company, custodian or other nominee and are not the holder of record on the Company’s books must contact their broker, dealer, commercial bank, trust company, custodian or other nominee and comply with their policies and procedures and provide them with any necessary paperwork order to have them tender their Warrants. Warrant holders holding their Warrants through a broker, dealer, commercial bank, trust company, custodian or other nominee must not deliver a Letter of Transmittal and Consent directly to the Depositary. The broker, dealer, commercial bank, trust company, custodian or other nominee holding such Warrants must submit the Letter of Transmittal and Consent that pertains to such Warrants via DTC’s ATOP procedures on the holder’s behalf .
Warrant holders wishing to tender their Warrants but who are unable to deliver them physically or by book-entry transfer prior to the Expiration Date, or who are unable to make delivery of all required documents to the Depositary prior to the Expiration Date, may tender their Warrants by complying with the procedures set forth in Section 2 of the Offer to Purchase for tendering by Notice of Guaranteed Delivery.
Tenders of Warrants made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable. Notwithstanding the foregoing, tendered Warrants may also be withdrawn if the Company has not accepted the Warrants for exchange by the 40th business day after the initial commencement of the Offer.
To be effective, a written notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of the Offer to Purchase. Any notice of withdrawal must specify the name of the holder who tendered the Warrants for which tenders are to be withdrawn and the number of Warrants to be withdrawn, and the name of the registered holder of the Warrants, if different from that of the person who tendered such Warrants. If the Warrants to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal must be submitted to the Depositary prior to the release of such Warrants. In addition, such notice must specify the name of the registered holder (if different from that of the tendering holder). However, Warrants for which tenders are withdrawn may be tendered again by following one of the procedures described in Section 2 of the Offer to Purchase at any time prior to the Expiration Date.
A holder of Warrants desiring to withdraw tendered Warrants previously delivered through the Depositary Trust Company (“DTC”) should contact the DTC participant through which such holder holds his, her or its Warrants. In order to withdraw previously tendered Warrants, a DTC participant may, prior to the Expiration Date, withdraw its instruction previously transmitted through DTC’s ATOP procedures by withdrawing its acceptance. Holders of Warrants submitting a tender via DTC’s ATOP procedures are deemed to consent to the Warrant Amendment. The valid revocation of a consent will constitute the concurrent valid withdrawal of the tendered Warrants as to which consent was delivered. The notices of withdrawal must contain the name and number of the DTC participant. A withdrawal of an instruction must be executed by a DTC participant as such DTC participant’s name appears on its transmission to which such withdrawal relates.
Upon the terms and subject to the conditions of the Offer, the Company will purchase Warrants validly tendered and not withdrawn as of the Expiration Date for a purchase price of $0.65 per Warrant, without interest. The Offer Purchase Price to be paid will be delivered promptly following the Expiration Date. In all cases, Warrants will only be accepted for purchase pursuant to the Offer after timely receipt by the Depositary of a properly completed and duly executed Letter of Transmittal and Consent (or copy thereof), or any Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal and Consent. The Company will be deemed to have accepted for purchase, and therefore purchased, Warrants that are properly tendered and are not properly withdrawn, only when, as and if it gives oral or written notice to the Depositary of its acceptance of the Warrants for purchase under the Offer.
Under no circumstances will the Company pay interest on the Offer Purchase Price, including, but not limited to, by reason of any delay in making payment. In addition, if certain events occur, the Company may not be obligated to purchase Warrants in the Offer.
The Offer is being made to all holders of Warrants. The purpose of the Offer is to reduce the number of shares of Class A Common Stock that would become outstanding upon the exercise of Warrants. The Company’s Board of Directors believes that by allowing holders of Warrants to tender one Warrant for the Offer Purchase Price, the Company can potentially reduce the substantial number of shares of Class A Common Stock that would be issuable upon exercise of the Warrants, thus providing investors and potential investors with greater certainty as to the Company’s capital structure. The Warrants acquired pursuant to the Offer will be retired and cancelled. The Offer is not made pursuant to a plan to periodically increase any security holder’s proportionate interest in the assets or earnings and profits of the Company.
The Company’s Board of Directors has approved the Offer. However, none of the Company, its Board of Directors, the Dealer Manager, the Information Agent or the Depositary or any of their respective affiliates makes any recommendation to any Warrant holder whether to tender or refrain from tendering any or all Warrants. Warrant holders must make their own decision whether to tender Warrants and, if so, how many Warrants to tender.
To the Company’s knowledge, with the exception of 232,500 Private Placement Warrants held by ITHAX Acquisition Sponsor, LLC, which is co-owned by GMDA Capital Opportunities Ltd, an entity organized under the laws of Cyprus, and Ithaca Capital Partners 6 LLC, a Delaware limited liability company (with Orestes Fintiklis being the sole director of Ithaca Capital and having participation rights therein), none of our directors or executive officers beneficially own Warrants. ITHAX Acquisition Sponsor, LLC may tender its Private Placement Warrants in the Offer and consent to the Warrant Amendment as it relates to the Private Placement Warrants.
Generally, the tender of Warrants for cash pursuant to the Offer will be a taxable sale of the Warrants for U.S. federal income tax purposes. For a discussion of the U.S. federal income tax consequences of the tender of Warrants pursuant to the Offer and the consent of the Warrant Amendment, see Section 11 of the Offer to Purchase. WARRANT HOLDERS ARE STRONGLY ENCOURAGED TO CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF TENDERING WARRANTS IN THE OFFER.
The information required to be delivered by Rule 13e-4(d)(1) under the U.S. Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase, which is incorporated herein by reference.
Copies of the Offer to Purchase and Consent Solicitation and the Letter of Transmittal and Consent will be mailed to record holders of the Warrants, including any custodians, brokers, dealers, commercial banks, trust companies and other nominees whose names, or the names of whose nominees, appear on the Company’s warrant holder list.
The Offer to Purchase and Consent Solicitation and the related Letter of Transmittal and Consent contain important information that should be carefully read in their entirety before any decision is made with respect to the Offer.
Questions regarding the terms of the Offer may be directed to the Dealer Manager at its telephone number and address set forth below. Questions regarding how to tender the Warrants or requests for additional copies of the Offer to Purchase, the related Letter of Transmittal and Consent, the Notice of Guaranteed Delivery or the other Offer Materials may be directed to the Information Agent at the telephone number and address set forth below. Warrant holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. To confirm delivery of Warrants, holders of Warrants are directed to contact the Information Agent.
Mondee Holdings, Inc.
September 16, 2022
EX-FILING FEES
Calculation of Filing Fee Tables
SC
TO-I
(Form Type)
Mondee
Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
Transaction Valuation | Fee Rate | Amount of Filing Fee | ||||||||
Fees to Be Paid | $ | 8,058,365.25 | $92.70 per $1,000,000 | $ | 747.01 | |||||
Fees Previously Paid | - | |||||||||
Total Transaction Valuation | ||||||||||
Total Fees Due for Filing | $ | 747.01 | ||||||||
Total Fees Previously Paid | - | |||||||||
Total Fee Offsets | - | |||||||||
Net Fee Due | $ | 747.01 |
The transaction valuation is estimated for purposes of calculating the amount of the filing fee only. The amount is based upon the offer to purchase up to 12,397,485 warrants for a purchase price of $0.65 per Warrant, for a transaction valuation of $8,058,365.25.