Filed by ITHAX Acquisition Corp.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Mondee Holdings II, Inc.

Commission File No. 001-39943

On Monday, December 20, 2021, Prasad Gundumogula, founder and Chief Executive Officer of Mondee Holdings II, Inc. (“Mondee”), participated in an interview with Oliver Renick of TD Ameritrade. The transcript of the interview is set forth below.

TD AMERITRADE INTERVIEW – Prasad Gundumogula

Monday, December 20, 2021

OLIVER RENICK: “Good news and maybe that is the ability to travel, work and some combination of both, which is the centerpiece of Mondee’s business, as I understand it. The CEO is joining us after announcing a SPAC deal. Prasad Gundumogula is here. Prasad, thanks for joining us here on the TD Ameritrade network.”

PRASAD GUNDUMOGULA (Mondee): “Hey Oliver, thanks for joining me here. Today is a big day for Mondee and I'm here to give you guys some details on the story.”

RENICK: “Yes. Am I describing it right? Does it like travel while you're working? Is this catering to the mobile worker?”

GUNDUMOGULA: “That’s right, so travel for gig economies.”

RENICK: “So, what do you guys do? Are you connecting like with the openings at hotels or Airbnbs, or what?”

GUNDUMOGULA: “So, we are connecting the travel workers on one side, on a gig economy side, to the traveler needs and providing the supplier needs, you know, having a marketplace to connect all the players together.”

RENICK: “And you do this via software?”

GUNDUMOGULA: “Yes, so we have a platform. We have a set of products out there and we provide them the tools and platforms to do the conversational commerce and the FinTech solutions. And doing with the market solutions in which that you know, the needs of travelers are being taken care of, such as travel experiences, curated content, conversational commerce, you know, using the new wallet solutions from the [inaudible] and be able to get that new experience through gig economy workers. So, we give all these tools to operate the overall ecosystem.”

RENICK: “And Prasad is this used by the businesses to help their employees? Is this like an alternative to me logging into Concur when I travel? Or is this if I'm an independent worker, I use this as an alternative to a booking website?”

GUNDUMOGULA: “This is primarily for the leisure travelers, and the gig economy workers, to help the leisure travelers to get what they need. So, but it also has an application of the small to medium businesses and to the corporate and leisure travel needs.”

RENICK: “Okay, so right now, where do you see most of the demand coming from? Is this a big pickup in demand from the last year? Is it just building over time, as we naturally gravitate away from being stuck in the office? How do you foresee the kind of post COVID or COVID emergence affecting your business?”

GUNDUMOGULA: “So, the leisure travel has recovered very well. And especially in the domestic markets, and there's lot of demand and the revenge travel out there. But the corporate travel is slowly recovering, it takes a little time probably, but it's been much better compared with last year and maybe another year. But leisure travel has really gone well and is recovering day by day.”

RENICK: “And in terms of revenue right now versus profitability. Walk us through some of the fundamentals. I know that you're early in the stages in your path towards a public, so whatever you can share. What do you see right now in terms of revenue? And is it making it to the bottom line? Are you making profits at this point?”

GUNDUMOGULA: “Yes, we did in 2019. We were doing $178 billion dollars, $2.6 million of EBITDA, or margins or 26%. It has been affected a little bit in 2020 and 2021. We are breakeven now, and we're expecting to be back to 2019 level, in the coming years. And you know, our revenue per ticket and margins are much higher with the better economics, with the suppliers at the same time, in the new ancillary products, and the new platform with dynamic pricing and also it all worked out well. And you know, we are seeing a great momentum and with a better cost structure I think the revenues and the EBITDA margins are much better than what we have in 2019.”

RENICK: “What do you want to do once you’re public? What's the timing do you think for seeing you trade publicly? And with the proceeds of the deal, where does that go?”

GUNDUMOGULA: “So, we’re expecting to begin our trading next in the first half of 2022 [inaudible] and the proceeds are going to come into feeding our growth plans that we have. We are in the process of making a big transformation in a $1 trillion market place and also, we have a history of acquiring, we maybe did 14 acquisitions so far and successfully integrated them into a platform and get three to 4x returns. And now we are proceeding with that and we have identified certain M&A targets and timing wise it's very apt for us to take them and connect them into our strategic [inaudible] with the right pricing. And we use some of our proceeds to acquire these companies and make the transformation quicker.”

RENICK: “Okay. Prasad, we're looking forward to following along and looking forward to updates as you go public. Congrats on the deal and thanks for being here.”

GUNDUMOGULA: “Thank you so much.”

RENICK: “You got it. Prasad Gundumogula the CEO at Mondee, SPAC deal announced and first half of next year we'll be watching and waiting. Mondee.”

Legend Information

Forward Looking Statements

Certain statements in this Document may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the proposed business combination between ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 366718 (“ITHAX”) and Mondee Holdings II, Inc., a Delaware corporation (“Mondee”), ITHAX’s and Mondee’s ability to consummate the transaction, the expected closing date for the transaction, the benefits of the transaction and the public company’s future financial performance following the transaction, as well as ITHAX’s and Mondee’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used herein, including any oral statements made in connection herewith, the words “anticipates,” “approximately,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecast,” “future, ” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “propose,” “should,” “seeks,” “will,” or the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by both ITHAX and its management, and Mondee and its management, as the case may be, are inherently uncertain. Except as otherwise required by applicable law, ITHAX disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. ITHAX cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of ITHAX. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination; (2) the outcome of any legal proceedings that may be instituted against ITHAX, Mondee, the combined company or others following the announcement of the business combination and any definitive agreements with respect thereto; (3) the inability to complete the business combination due to the failure to obtain approval of the shareholders of ITHAX, to obtain financing to complete the business combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (5) the ability to meet stock exchange listing standards following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations of ITHAX or Mondee as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the business combination; (10) the possibility that ITHAX, Mondee or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on the combined company’s business and/or the ability of the parties to complete the proposed business combination; (12) Mondee’s estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; (13) adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside the control of the parties; (14) significant fluctuations in the combined company’s operating results and rates of growth; (15) dependency on the combined company’s relationships with travel agencies, travel management companies and other travel businesses and third parties; (16) payment-related risks; (17) the combined company’s failure to quickly identify and adapt to changing industry conditions, trends or technological developments; (18) unlawful or fraudulent activities in the combined company’s operations; (19) any significant IT systems-related failures, interruptions or security breaches or any undetected errors or design faults in IT systems of the combined company; (20) exchange rate fluctuations; and (21) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary” in ITHAX’s final prospectus relating to its initial public offering dated February 1, 2021 and in subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”), including the registration statement on Form S-4, which includes a prospectus/proxy statement of ITHAX, expected to be filed relating to the business combination. There may be additional risks that neither ITHAX nor Mondee presently know of or that ITHAX or Mondee currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Author and any of their affiliates, directors, officers and employees expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events. 

No Offer or Solicitation

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Important Information for Investors and Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

In connection with the proposed business combination, ITHAX will confidentially submit a draft registration statement on Form F-4 with the SEC, which draft will include a prospectus/proxy statement of ITHAX. ITHAX also plans to confidentially submit or file other documents with the SEC regarding the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of ITHAX. INVESTORS AND SHAREHOLDERS OF ITHAX ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION, WHICH WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Mondee and ITHAX once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.

Participants in the Solicitation

ITHAX, Mondee, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of ITHAX in connection with the proposed transaction. Information about the directors and executive officers of ITHAX is disclosed in ITHAX’s initial public offering prospectus, which was filed with the SEC on February 1, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Additional Information about the Business Combination and Where to Find It

Additional information about the proposed business combination, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K, which will be filed by ITHAX with the SEC and will also be available at www.sec.gov. In connection with the proposed business combination, ITHAX will confidentially submitted a draft registration statement on Form S-4 and will file a registration statement on Form S-4 and the related proxy statement/prospectus with the SEC. Additionally, ITHAX will file other relevant materials with the SEC in connection with the proposed business combination of ITHAX with Mondee. The materials to be filed by ITHAX with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Investors and security holders of ITHAX are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination.