EX-FILING FEES 46 ithxu-20220321xex10.htm EX-FILING FEES

Exhibit 107

EX-FILING FEES

Calculation of Filing Fee Tables

Form S-4

(Form Type)

ITHAX Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security
Class
Title

Fee
Calculation
or Carry
Forward Rule

Amount
Registered

Proposed
Maximum
Offering Price
Per Unit

Maximum
Aggregate
Offering Price

Fee Rate

Amount of
Registration Fee

Carry
Forward
Form Type

Carry
Forward
File Number

Carry
Forward
Initial
effective date

Filing Fee
Previously Paid
In Connection
with Unsold
Securities
to be Carried
Forward

Newly Registered Securities

Fees to Be Paid

Equity

New Mondee Class A Common Stock(1) (2)

457(f)(1)

30,862,500

$9.84(5)

$303,687,000(5)

(8)

$28,151.78

Fees to Be Paid

Equity

New Mondee Class A Common Stock(3) (2)

457(g)

12,412,500

$11.50(6)

$142,743,750(6)

(8)

$13,232.35

Fees to Be Paid

Equity

Warrants to purchase New Mondee Class A Common Stock(4) (2)

457(f)(1)

12,412,500

$0.36(7)

$4,406,437.50 (7)

(8)

$408.48

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts

$450,837,188

$41,792.61

Net Fee Due

$41,792.61


(1)

The number of shares of Class A common stock, par value $0.0001 per share, of New Mondee (as defined below) being registered is equal to 30,862,500 and represents (i) 24,150,000 Class A ordinary shares underlying units issued in ITHAX’s (as defined below) initial public offering which will be canceled and automatically converted, on a one-for-one basis, into shares of Class A common stock, par value $0.0001 per share, of New Mondee (the “New Mondee Common Stock”); (ii) 675,000 Class A ordinary shares underlying units issued in a private placement simultaneously with the closing of ITHAX’s initial public offering, 465,000 of which are held by ITHAX Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and 210,000 of which are held by Cantor Fitzgerald & Co., the representative of the several underwriters of ITHAX’s initial public offering; and (iii) 6,037,500 Class B ordinary shares held by the Sponsor and ITHAX’s independent directors, which will be canceled and automatically converted, on a one-for-one basis, into shares of New Mondee Common Stock.

(2)

Pursuant to Rule 416(a) of Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)

Represents shares of New Mondee Common Stock to be issued upon the exercise of (i) 12,075,000 warrants to purchase Class A ordinary shares underlying units issued in ITHAX’s initial public offering (“public warrants”) and (ii) 337,500 warrants (“private placement warrants”, together with the public warrants, the “warrants”) to purchase Class A ordinary shares underlying units issued in a private placement (“private placement units”) simultaneously with the closing of ITHAX’s initial public offering. Each warrant will convert into a warrant to purchase one share of New Mondee Common Stock in the Domestication (as defined below).

(4)

The number of warrants to acquire shares of New Mondee Common Stock being registered represents (i) 12,075,000 public warrants and (ii) 337,500 private placement warrants.

(5)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of ITHAX on the Nasdaq Capital Market (“Nasdaq”) on March 18, 2022 ($9.84 per Class A ordinary share). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(6)

Represents the exercise price of the warrants, as may be adjusted from time to time in accordance with the terms of the warrants.

(7)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the ITHAX public warrants on the Nasdaq on March 18, 2022 ($0.36 per warrant). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(8)

Applicable fee rate is $92.70 per $1,000,000.