424B3 1 tm221991-33_424b3.htm 424B3 tm221991-33_424b3 - none - 180.6883222s
   Filed Pursuant to Rule 424(b)(3)
 Registration No.: 333-263727
PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF ITHAX ACQUISITION CORP.
PROSPECTUS FOR 30,862,500 SHARES OF COMMON STOCK AND 12,412,500
WARRANTS OF ITHAX ACQUISITION CORP.
(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED MONDEE HOLDINGS, INC. IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN)
The board of directors of ITHAX Acquisition Corp., a Cayman Islands exempted company (“ITHAX”), has unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement, dated December 20, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among ITHAX, Ithax Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of ITHAX (“First Merger Sub”), Ithax Merger Sub II, LLC a Delaware limited liability company and wholly owned subsidiary of ITHAX (“Second Merger Sub”) and Mondee Holdings II, Inc., a Delaware corporation (“Mondee”), a copy of which is attached to this proxy statement/prospectus as Annex A, including the domestication of ITHAX as a Delaware corporation (the “Domestication”). As described in this proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), ITHAX’s shareholders are being asked to consider a vote upon each of the Domestication and the Business Combination, among other items. As used in this proxy statement/prospectus, “New Mondee” refers to ITHAX after giving effect to the consummation of the Domestication.
In connection with the Business Combination, on the date on which the Closing of the Transactions actually occurs (the “Closing Date”): (i) immediately prior to the PIPE Financing (as defined below), each issued and outstanding Class A ordinary share, par value $0.001 per share (the “Class A ordinary shares”), of ITHAX will be converted into one share of Class A common stock, par value $0.001 per share, of New Mondee (the “New Mondee Common Stock”) and each issued and outstanding Class B ordinary share, par value $0.001 per share (the “Class B ordinary shares”), of ITHAX will be converted into one share of Class B common stock, par value $0.001 per share, of New Mondee (the “New Mondee Class B Common Stock”), pursuant to the Domestication (ii) upon the First Effective Time (as defined below), each issued and outstanding share of New Mondee Class B Common Stock will be converted into one share (subject to adjustment) of New Mondee Common Stock; (iii) pursuant to the Domestication, each issued and outstanding whole warrant representing the right to purchase one Class A ordinary share of ITHAX will automatically convert into the right to purchase one share of New Mondee Common Stock at an exercise price of $11.50 per share on substantially the same terms and conditions set forth in the Amended and Restated Warrant Agreement between Continental (as defined herein) and New Mondee, to be dated the Closing Date (the “Amended and Restated Warrant Agreement”); (iv) pursuant to the Domestication, the governing documents of ITHAX will be replaced with the certificate of incorporation of New Mondee (the “Interim Charter”), and upon the First Effective Time, the Interim Charter shall be replaced with the proposed amended and restated certificate of incorporation and the new bylaws of New Mondee as described in this proxy statement/prospectus; and (v) upon the First Effective Time, New Mondee’s name will change to “Mondee Holdings, Inc.” In connection with clauses (i) through (iii) of this paragraph, each issued and outstanding unit of ITHAX that has not been previously separated into the underlying Class A ordinary shares of ITHAX and the underlying warrants of ITHAX prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New Mondee Common Stock and one-half of one warrant, with each whole warrant representing the right to purchase one share of New Mondee Common Stock at an exercise price of $11.50 per share, on the terms and subject to the conditions set forth in the Amended and Restated Warrant Agreement.
On the Closing Date, and following the Domestication and immediately following the PIPE Financing, First Merger Sub will merge with and into Mondee, with Mondee surviving such merger as a wholly owned subsidiary of New Mondee (the “First Merger”, and the time at which the First Merger becomes effective, the “First Effective Time”), and immediately following the First Merger, Mondee will merge with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of

New Mondee (the “Second Merger”, together with the First Merger, the “Mergers”, and the time that the Second Merger becomes effective being referred to as the “Second Effective Time”).
In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the First Effective Time, (a) all shares of common stock of Mondee outstanding as of immediately prior to the First Effective Time shall be cancelled and automatically converted into the right to receive an aggregate of 60,800,000 shares of New Mondee Common Stock (the “Merger Consideration”), (b) all shares of common stock of Mondee held in treasury of Mondee and all shares of Mondee common stock owned by any direct or indirect wholly owned subsidiary of Mondee immediately prior to the First Effective Time shall be cancelled without any conversion thereof, (c) each issued and outstanding unit of First Merger Sub immediately prior to the First Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the first surviving company (the “First Surviving Company Common Stock”), (d) pursuant to the amended and restated certificate of incorporation of New Mondee (the “Proposed Charter”), each share of New Mondee Class B Common Stock will be converted into one share (subject to adjustment) of New Mondee Common Stock and New Mondee will change its name to “Mondee Holdings, Inc.”; and (e) New Mondee and Continental will enter into the Amended and Restated Warrant Agreement. Upon the closing of the Business Combination, Prasad Gundumogula, who will serve as New Mondee’s Chief Executive Officer, will have voting control over 63% of the shares of New Mondee Common Stock, through his control of Mondee Holdings, LLC, the sole holder of capital stock of Mondee.
In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Second Effective Time, (a) each issued and outstanding share of First Surviving Company Common Stock shall be automatically cancelled and shall cease to exist as of the Second Effective Time; and (b) each issued and outstanding unit of Second Merger Sub immediately prior to the Second Effective Time shall automatically be converted into and exchange for one validly issued, fully paid and nonassessable interest of the second surviving company.
Concurrently with the execution of the Business Combination Agreement, ITHAX entered into Subscription Agreements (the “Subscription Agreements”) with certain “qualified institutional buyers” ​(as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and accredited investors (together, the “Initial PIPE Investors”), pursuant to which the Initial PIPE Investors have agreed to subscribe for and purchase, and ITHAX has agreed to issue and sell to the Initial PIPE Investors, an aggregate of 5,000,000 shares of New Mondee Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $50,000,000 (the “Initial PIPE Investment”). Subsequently, on April 21, 2022, ITHAX entered into a Subscription Agreement with an additional investor (the “Additional PIPE Investor” together with the Initial PIPE Investors the “PIPE Investors”) pursuant to which the Additional PIPE Investor agreed to subscribe for and purchase, and ITHAX has agreed to issue and sell to the Additional PIPE Investor, 2,000,000 shares of New Mondee Common Stock at a price of $10.00 per share, for gross proceeds of $20,000,000 (the “Additional PIPE Investment”). The aggregate gross proceeds to New Mondee from the Initial PIPE Investment and the Additional PIPE Investment are expected to equal $70,000,000 (the “PIPE Financing”). The offer and sale of the shares of New Mondee Common Stock to be issued in the PIPE Financing pursuant to the Subscription Agreements has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ITHAX will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is to be consummated immediately prior to the First Effective Time and is contingent upon, among other things, the substantially concurrent Closing of the Transactions.
It is anticipated that, upon completion of the Business Combination, (i) existing shareholders of Mondee will own approximately 61.6% of New Mondee on an undiluted basis (Prasad Gundumogula, who will serve as New Mondee’s Chief Executive Officer will have voting control over these shares of New Mondee Common Stock through his control of Mondee Holdings LLC, the sole holder of capital stock of Mondee); (ii) ITHAX’s public shareholders (other than the PIPE Investors) will retain an ownership interest of approximately 24.5% in New Mondee on an undiluted basis; (iii) the PIPE Investors (which includes ITHAX Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”)) will own approximately 7.1% of New Mondee on an undiluted basis; (iv) the Initial Shareholders will own approximately 6.6% of New Mondee (which amount excludes any shares purchased by the Sponsor in the PIPE), and (v) Cantor (as defined below) will own 0.2% of New Mondee on an undiluted basis, in each case, assuming that none of ITHAX’s outstanding public shares are redeemed in connection with the Business Combination, or approximately 71.7%, 12.1%, 8.3%, 7.7%, and 0.2% respectively, assuming that approximately 57.5% of ITHAX’s outstanding public shares are redeemed in connection with the Business Combination.

These percentages (i) assume that 60,800,000 shares of New Mondee Common Stock are issued to the holders of shares of common stock of Mondee at Closing; (ii) are based on 7,000,000 shares of New Mondee Common Stock to be issued in the PIPE Financing; and (iii) do not take into account any exercise of public warrants or private placement warrants to purchase New Mondee Common Stock that will be outstanding immediately following Closing. If the actual facts are different than these assumptions, the ownership percentages in New Mondee will be different. See “Summary of the proxy statement / prospectus — Ownership of New Mondee” for more information.
Following the Closing, New Mondee will be a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”) and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. See “Management of New Mondee Following the Business Combination — Controlled Company Exemption.”
This prospectus covers up to 30,862,500 shares of New Mondee Common Stock and up to 12,412,500 warrants to acquire shares of New Mondee Common Stock to be issued in connection with the Business Combination. The number of shares of New Mondee Common Stock that this prospectus covers represents the maximum number of shares that may be issued or issuable to the existing shareholders and warrant holders of ITHAX in connection with the Business Combination.
ITHAX’s units, public shares and public warrants are currently listed on the Nasdaq Global Market (the “Nasdaq”) under the symbols “ITHXU,” “ITHX” and “ITHXW,” respectively. ITHAX will apply for listing, to be effective at the time of the Business Combination, of New Mondee Common Stock and warrants on Nasdaq under the proposed symbols “MOND” and “MONDW,” respectively. It is a condition of the consummation of the Business Combination that New Mondee receive confirmation from Nasdaq that New Mondee has been conditionally approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that ITHAX will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated, unless the Nasdaq condition set forth in the Business Combination Agreement is waived by the applicable parties.
The accompanying proxy statement/prospectus provides shareholders of ITHAX with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of ITHAX. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 73 of the accompanying proxy statement/prospectus.
ITHAX’s shareholders should be aware that Deutsche Bank Securities Inc. (“Deutsche Bank”) has resigned from its roles as a placement agent and one of the capital markets advisors to ITHAX, in connection with the Business Combination effective June 10, 2022. Deutsche Bank delivered notice of its resignation to the U.S. Securities and Exchange Commission pursuant to Section 11(b)(1) of the Securities Act of 1933, as amended, on June 10, 2022 and has disclaimed any responsibility for any portion of this proxy statement/prospectus. Shareholders should not place any reliance on the participation of Deutsche Bank prior to such resignation in the transactions contemplated by this proxy statement/prospectus.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated June 27, 2022, and is first being mailed to ITHAX’s shareholders on or about June 27, 2022.

 
ITHAX ACQUISITION CORP.
555 Madison Avenue
Suite 11A
New York, NY 10022
Dear ITHAX Shareholders:
You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of ITHAX Acquisition Corp., a Cayman Islands exempted company (“ITHAX”), at 11:00 am, Eastern Time, on July 15, 2022, at the offices of Reed Smith LLP, ITHAX’s U.S. counsel, located at 599 Lexington Avenue, 22nd Floor, New York, New York 10022, and virtually via live webcast at https:// www.cstproxy.com/ithaxacquisitioncorp/2022, or on such other date and at such other place to which the meeting may be adjourned. As all shareholders may be aware, due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the possibility that the meeting may be held virtually over the internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. If you wish to attend the extraordinary general meeting in person, you must reserve your attendance at least two business days in advance of the extraordinary general meeting by contacting ITHAX’s U.S. counsel, Reed Smith LLP, at 599 Lexington Avenue, 22nd Floor, New York, New York 10022, via an email to ITHAXshareholdermeeting@reedsmith.com.
As further described in the accompanying proxy statement/prospectus, on the date on which the closing of the Domestication, the Mergers (as defined below) and other transactions contemplated by the Business Combination Agreement (as defined below), collectively, including the PIPE Financing (the “Business Combination”), actually occurs (the “Closing Date”), among other things, (i) immediately prior to the PIPE Financing (as defined below), each issued and outstanding Class A ordinary share, par value $0.001 per share, of ITHAX (the “Class A ordinary shares”), will be converted into one share of Class A common stock, par value $0.001 per share, of New Mondee (the “New Mondee Common Stock”) and each issued and outstanding Class B ordinary share, par value $0.001 per share, of ITHAX (the “Class B ordinary shares”), will be converted into one share of Class B common stock, par value $0.001 per share, of New Mondee (the “New Mondee Class B Common Stock”), pursuant to the Domestication; (ii) upon the First Effective Time (as defined below), each issued and outstanding share of New Mondee Class B Common Stock will be converted into one share (subject to adjustment) of New Mondee Common Stock; (iii) pursuant to the Domestication, each issued and outstanding whole warrant representing the right to purchase Class A ordinary shares of ITHAX will automatically convert into the right to purchase one share of New Mondee Common Stock at an exercise price of $11.50 per share on substantially the same terms and conditions set forth in the Amended and Restated Warrant Agreement between Continental (as defined herein) and New Mondee, to be dated the Closing Date (the “Amended and Restated Warrant Agreement”); (iii) pursuant to the Domestication, the governing documents of ITHAX will be replaced with the certificate of incorporation of New Mondee (the “Interim Charter”), and upon the First Effective Time, the Interim Charter shall be replaced with the proposed amended and restated certificate of incorporation (the “Proposed Charter”) and the new bylaws of New Mondee (the “Proposed Bylaws”) as described in this proxy statement/prospectus; and (iv) upon the First Effective Time, New Mondee’s name will change to “Mondee Holdings, Inc.” In connection with clauses (i) through (iii) of this paragraph, each issued and outstanding unit of ITHAX that has not been previously separated into the underlying Class A ordinary shares of ITHAX and the underlying warrants of ITHAX prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New Mondee Common Stock and one-half of one warrant, with each whole warrant representing the right to purchase one share of New Mondee Common Stock at an exercise price of $11.50 per share, on the terms and subject to the conditions set forth in the Amended and Restated Warrant Agreement. As used in the accompanying proxy statement/ prospectus, “New Mondee” refers to ITHAX after giving effect to the Domestication.
At the extraordinary general meeting, ITHAX shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal”, to approve and adopt the Business Combination Agreement, dated as of December 20, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among ITHAX, Ithax
 

 
Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of ITHAX (“First Merger Sub”), Ithax Merger Sub II, LLC a Delaware limited liability company and wholly owned subsidiary of ITHAX (“Second Merger Sub”) and Mondee Holdings II, Inc., a Delaware corporation (“Mondee”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and the transactions contemplated thereby.
As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:
(1) Immediately prior to the PIPE Financing, on the Closing Date, ITHAX will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and adopt the Interim Charter (for further details, see “The Domestication Proposal”).
(2) Following the Domestication and immediately following the PIPE Financing, First Merger Sub will merge with and into Mondee, with Mondee surviving such merger as a wholly owned subsidiary of New Mondee (the “First Merger” and the time at which the First Merger becomes effective, the “First Effective Time”), and immediately following the First Merger, Mondee will merge with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of New Mondee (the “Second Merger”, together with the First Merger, the “Mergers” and the time that the Second Merger becomes effective being referred to as the “Second Effective Time”). In addition, at the First Effective Time, each issued and outstanding share of New Mondee Class B Common Stock will be converted into one share (subject to adjustment) of New Mondee Common Stock and New Mondee will adopt the Proposed Charter, pursuant to which it will change its name to “Mondee Holdings, Inc.”, and adopt the Proposed Bylaws.
Upon the closing of the Business Combination, Prasad Gundumogula, who will serve as New Mondee’s Chief Executive Officer, will have voting control over 63% of the shares of New Mondee Common Stock, through his control of Mondee Holdings, LLC, the sole holder of capital stock of Mondee.
In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, ITHAX entered into Subscription Agreements (the “Subscription Agreements”) with certain “qualified institutional buyers” ​(as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and accredited investors (together, the “Initial PIPE Investors”), pursuant to which the Initial PIPE Investors have agreed to subscribe for and purchase, and ITHAX has agreed to issue and sell to the Initial PIPE Investors, an aggregate of 5,000,000 shares of New Mondee Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $50,000,000 (the “Initial PIPE Investment”). Subsequently, on April 21, 2022, ITHAX entered into a Subscription Agreement with an additional investor (the “Additional PIPE Investor” together with the Initial PIPE Investors the “PIPE Investors”) pursuant to which the Additional PIPE Investor agreed to subscribe for and purchase, and ITHAX has agreed to issue and sell to the Additional PIPE Investor, 2,000,000 shares of New Mondee Common Stock at a price of $10.00 per share, for gross proceeds of $20,000,000 (the “Additional PIPE Investment”). The aggregate gross proceeds to New Mondee from the Initial PIPE Investment and the Additional PIPE Investment are expected to equal $70,000,000 (the “PIPE Financing”). The offer and sale of the shares of New Mondee Common Stock to be issued in the PIPE Financing pursuant to the Subscription Agreements has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ITHAX will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is to be consummated immediately prior to the First Effective Time and is contingent upon, among other things, the substantially concurrent Closing of the Transactions.
Deutsche Bank, in its role as a placement agent that advised ITHAX in connection with the PIPE Financing, has resigned from its role in such capacity and waived all fees associated with such engagement, and ITHAX has mutually accepted the resignation. Any placement agency services provided by Deutsche Bank in connection with the PIPE Financing were substantially complete at the time of its resignation, with any fees payable to Deutsche Bank for such services contingent upon the Closing of the Business Combination. The availability of the PIPE Financing is not impacted by the resignation of Deutsche Bank as all placements in the PIPE Financing were either made by AXIA Capital or facilitated by ITHAX and/or
 

 
Mondee. The PIPE Financing is not contingent upon any continued involvement of Deutsche Bank in the transactions and each of the PIPE Investors has specifically disclaimed reliance on any statement, representation or warranty made by, among others, each of the placement agents in determining to participate in the PIPE Financing. See “Summary — Recent Developments.
You will also be asked to consider and vote upon: (a) a proposal to approve by special resolution the adoption and approval of the Proposed Charter and the Proposed Bylaws of New Mondee (the “Proposed Charter and Bylaws Proposal”), (b) a proposal to approve material differences between ITHAX’s existing amended and restated memorandum and articles of association (the “Existing Governing Documents”) and the Proposed Charter of New Mondee and the Proposed Bylaws of New Mondee effective at the First Effective Time, copies of which are attached to the accompanying proxy statement/prospectus as Annexes B and C, respectively, which are referred to herein collectively as the “Advisory Governing Documents Proposals,” ​(c) a proposal to approve, for purpose of complying with Nasdaq Listing Rule 5635, the issuance of the 7,000,000 shares of New Mondee Common Stock immediately prior to the Closing of the Transactions in connection with the PIPE Financing and the 60,800,000 shares of New Mondee Common Stock (the “Merger Consideration”) to be issued in connection with the Business Combination, which is referred to herein as the “Nasdaq Proposal”, (d) a proposal to elect directors who, upon consummation of the Business Combination, will be the directors of New Mondee, which is referred to herein as the “Director Election Proposal”, (e) a proposal to approve and adopt the New Mondee 2022 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, which is referred to herein as the “Equity Incentive Plan Proposal”, (f) a proposal to approve and adopt the New Mondee 2022 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E, which is referred to herein as the “Employee Stock Purchase Plan Proposal”, and (g) a proposal to adjourn the extraordinary general meeting to a later date or dates which is referred to herein as the “Adjournment Proposal.”
The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Proposed Charter and Bylaws Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Nasdaq Global Market (the “Nasdaq”) Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Governing Documents Proposals are non-binding advisory proposals that are not conditions precedent to the consummation of the Business Combination and a vote against will have no impact on the provisions of the Proposed Charter or Proposed Bylaws of New Mondee. The approval of neither the Director Election Proposal nor the Adjournment Proposal is either a condition precedent to the consummation of the Business Combination or conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.
The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting to a later date or dates (i) to solicit additional proxies for the purpose of obtaining approval by the shareholders of ITHAX for each of the proposals necessary to consummate the transactions contemplated by the Business Combination Agreement, (ii) for the absence of a quorum or (iii) if the holders of the Class A ordinary shares have elected to redeem a number of Class A ordinary shares as of such time that would reasonably be expected to result in the conditions required for the Closing of the Transactions not to be satisfied; provided that, without the consent of Mondee, in no event shall the extraordinary general meeting of shareholders be adjourned to a date that is beyond the termination date of the Business Combination Agreement.
In connection with the Business Combination, certain related agreements have been, or will be entered into at or prior to the Closing of the Transactions, including the Subscription Agreements, Stockholder Support Agreement, the Sponsor Support Agreement, the Earn-Out Agreement, the Registration Rights Agreement, the Amended and Restated Warrant Agreement, (each as defined in the accompanying proxy statement/prospectus). See “Business Combination Proposal-Related Agreements” in the accompanying proxy statement/prospectus for more information.
Pursuant to the Existing Governing Documents, a holder of ITHAX’s public shares (a “public shareholder”) may request that ITHAX redeem all or a portion of such public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying
 

 
public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact ITHAX’s transfer agent, Continental Stock Transfer & Trust Company (“Continental”), directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares, written instructions, and other redemption forms (as applicable) to Continental, New Mondee will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of ITHAX’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of May 13, 2022, the record date, this would have amounted to approximately $10.01 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “Extraordinary General Meeting of ITHAX-Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
ITHAX Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) has, pursuant to the Sponsor Support Agreement with Mondee (the “Sponsor Support Agreement”), agreed to, among other things, vote all of its ordinary shares of ITHAX in favor of the proposals being presented at the extraordinary general meeting and waive its anti-dilution rights with respect to its Class B ordinary shares in connection with the consummation of the Business Combination. As part of the Sponsor Support Agreement, the Sponsor also agreed that 603,750 Class B ordinary shares issued to the Sponsor in connection with ITHAX’s initial public offering (which will be converted to 603,750 shares of New Mondee Class B Common Stock in connection with the Domestication) will be unvested and subject to forfeiture as immediately prior to the First Effective Time based on the level of redemptions of Class A ordinary shares by holders thereof in connection with the transactions contemplated by the Business Combination Agreement (calculated in the manner set forth in the Sponsor Support Agreement). However, Mondee may, at its sole option and without any other party’s approval, waive the Sponsor’s obligation to forfeit these Class B ordinary shares. In addition, pursuant to the ITHAX Letter Agreement, the Initial Shareholders (including the Sponsor), agreed to vote in favor of the Business Combination Agreement and the transactions contemplated thereby and to waive any redemption rights with respect to any ordinary shares held by them. None of the Initial Shareholders received separate consideration for their waiver of redemption rights. The ordinary shares held by the Initial Shareholders will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Initial Shareholders own approximately 21.1% of the issued and outstanding ordinary shares of ITHAX. See “Business Combination Proposal-Related Agreements-Sponsor Support Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Support Agreement.
The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such closing condition. In addition, in no event will ITHAX redeem public shares in an amount that would cause New Mondee’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing.
 

 
ITHAX is providing the accompanying proxy statement/prospectus and accompanying proxy card to ITHAX’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by ITHAX’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of ITHAX’s shareholders should read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described inRisk Factorsbeginning on page 73 of the accompanying proxy statement/prospectus.
After careful consideration, the board of directors of ITHAX has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Mergers, and “FOR” all other proposals presented to ITHAX’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of ITHAX, you should keep in mind that the Sponsor and ITHAX’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal-Interests of ITHAX’s Sponsor, Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
The approval of each of the Domestication Proposal and the Proposed Charter and Bylaws Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the issued ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, each of the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the issued ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting, vote at the extraordinary general meeting. Under the terms of the Existing Governing Documents, only the holders of Class B ordinary shares are entitled to vote on the election of directors to the board of directors of ITHAX. Therefore, only holders of the Class B ordinary shares will vote on the Director Election Proposal at the extraordinary general meeting. Holders of Class B ordinary shares and Class A ordinary shares will have one vote per share on all other proposals.
Your vote is very important.   Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Governing Documents Proposals are non-binding advisory proposals that are not conditions precedent to the consummation of the Business Combination and a vote against will have no impact on the provisions of the Proposed Charter or Proposed Bylaws of New Mondee. The approval of neither the Director Election Proposal nor the Adjournment Proposal is either a condition precedent to the consummation of the Business Combination or conditioned upon the approval of any other proposal.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.
 

 
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ITHAX’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of ITHAX’s board of directors, we would like to thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
Orestes Fintiklis
Chief Executive Officer
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated June 27, 2022, and is first being mailed to shareholders on or about June 27, 2022.
 

 
ITHAX ACQUISITION CORP.
555 Madison Avenue
Suite 11A
New York, NY 10022
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON JULY 15, 2022
TO THE SHAREHOLDERS OF ITHAX ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of ITHAX Acquisition Corp., a Cayman Islands exempted company (“ITHAX”), will be held at 11:00 am, Eastern Time, on July 15, 2022, located at the offices of Reed Smith LLP, ITHAX’s U.S. counsel, located at 599 Lexington Avenue, 22nd Floor, New York, New York 10022, and virtually via live webcast at https://www.cstproxy.com/ithaxacquisitioncorp/2022, or on such other date and at such other place to which the meeting may be adjourned. As all shareholders are no doubt aware, due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the possibility that the meeting may be held virtually over the internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. If you would like to attend the extraordinary general meeting in person, you must reserve your attendance at least two business days in advance of the extraordinary general meeting by contacting our U.S. counsel, Reed Smith LLP, at 599 Lexington Avenue, 22nd Floor, New York, NY 10022, via an email to ITHAXshareholdermeeting@reedsmith.com.
You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

Proposal No. 1-The Business Combination Proposal-RESOLVED, as an ordinary resolution, that ITHAX’s entry into (1) the Business Combination Agreement, dated as of December 20, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among ITHAX, Ithax Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of ITHAX (“First Merger Sub”), Ithax Merger Sub II, a Delaware limited liability company and wholly owned subsidiary of ITHAX (“Second Merger Sub”) and Mondee Holdings II, Inc., a Delaware corporation (“Mondee”), a copy of which is attached to the proxy statement/prospectus as Annex A, pursuant to which, among other things: (a) in connection with the de-registration of ITHAX as an exempted company in the Cayman Islands and the continuation and domestication of ITHAX as a corporation in the State of Delaware (the “Domestication”): (i) each issued and outstanding Class A ordinary share, par value $0.001 per share, of ITHAX (the “Class A ordinary shares”), will be converted into one share of Class A common stock, par value $0.001 per share, of New Mondee (the “New Mondee Common Stock”) and each issued and outstanding Class B ordinary share, par value $0.001 per share, of ITHAX (the “Class B ordinary shares”), will be converted into one share of Class B common stock, par value $0.001 per share, of New Mondee (the “New Mondee Class B Common Stock”) and (ii) each issued and outstanding whole warrant representing the right to purchase Class A ordinary shares of ITHAX will automatically convert into the right to purchase one share of New Mondee Common Stock at an exercise price of $11.50 per share on substantially the same terms and conditions set forth in the Amended and Restated Warrant Agreement between Continental (as defined herein) and New Mondee, to be dated the Closing Date (the “Amended and Restated Warrant Agreement”); (b) following the Domestication, First Merger Sub will merge with and into Mondee, with Mondee surviving such merger as a wholly owned subsidiary of New Mondee (the “First Merger”, and the time at which the First Merger becomes effective, the “First Effective Time”), and immediately following the First Merger, Mondee will merge with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of New Mondee (the “Second Merger”, together with the First Merger, the “Mergers”, and the time at which the Second Merger becomes effective, the “Second Effective Time”); (b) at the First Effective Time, (i) all shares common stock of Mondee outstanding as of immediately prior to the First Effective Time shall be cancelled and automatically converted
 

 
into the right to receive an aggregate of 60,800,000 shares of New Mondee Common Stock (the “Merger Consideration”), (ii) all shares of common stock of Mondee held in treasury of Mondee and all shares of Mondee common stock owned by any direct or indirect wholly owned subsidiary of Mondee immediately prior to the First Effective Time shall be cancelled without any conversion thereof, (iii) each issued and outstanding unit of First Merger Sub immediately prior to the First Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the first surviving company (the “First Surviving Company Common Stock”), (iv) pursuant to the Proposed Charter, each share of New Mondee Class B Common Stock will be converted into one share (subject to adjustment) of New Mondee Common Stock and New Mondee will change its name to “Mondee Holdings, Inc.”; and (v) New Mondee and Continental will enter into the Amended and Restated Warrant Agreement; and (c) at the Second Effective Time, (i) each issued and outstanding share of First Surviving Company Common Stock shall be automatically cancelled and shall cease to exist as of the Second Effective Time; and (ii) each issued and outstanding unit of Second Merger Sub immediately prior to the Second Effective Time, shall automatically be converted into and exchange for one validly issued, fully paid and nonassessable interest of the second surviving company; and (2) certain related agreements (including the Subscription Agreements, and the Registration Rights Agreement, each in the form attached to the proxy statement/prospectus as Annex F and Annex G, respectively), and the transactions contemplated thereby, be approved, ratified and confirmed in all respects.

Proposal No. 2-The Domestication Proposal-RESOLVED, as a special resolution, that (a) ITHAX be transferred by way of continuation to Delaware pursuant to Article 32 of the amended and restated articles of association of ITHAX, Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, ITHAX be continued and domesticated as a corporation under the laws of the State of Delaware; (b) in connection therewith, to adopt upon the Domestication taking effect, the certificate of incorporation of New Mondee (the “Interim Charter”), in the form appended to the accompanying proxy statement/prospectus as Annex I, in place of ITHAX’s memorandum and articles of association currently registered with the Registrar of Companies of the Cayman Islands (the “Existing Governing Documents”) and which will remove or amend those provisions of ITHAX’s Existing Governing Documents that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) file the Interim Charter with the Secretary of State of the State of Delaware, under which ITHAX will be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation under the State of Delaware.

Proposal No. 3-The Proposed Charter and Bylaws Proposal-RESOLVED, as a special resolution, that the Interim Charter of ITHAX to be in effect upon the Domestication (a copy of which is attached to the proxy statement/prospectus as Annex I) be replaced in its entirety with the Proposed Charter and Proposed Bylaws of New Mondee (copies of which are attached to the proxy statement/prospectus as Annex B and Annex C, respectively), which be approved as the amended and restated certificate of incorporation and the bylaws of New Mondee, effective at the First Effective Time.

Proposal No. 4-Advisory Governing Documents Proposals-RESOLVED, as a non-binding advisory resolution, that the replacement of the Existing Governing Documents be approved and that all other changes necessary or, as mutually agreed in good faith by ITHAX and Mondee, desirable in connection with the replacement of Existing Governing Documents with the proposed amended and restated certificate of incorporation, a copy of which is attached to the proxy statement/prospectus as Annex B (the “Proposed Charter”), and the proposed new bylaws, a copy of which is attached to the proxy statement/prospectus as Annex C (the “Proposed Bylaws”), including (i) changing the post-Business Combination corporate name from “ITHAX Acquisition Corp.” to “Mondee Holdings, Inc.” ​(which is expected to occur at the First Effective Time), (ii) making New Mondee’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act, and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination be approved (such proposals, collectively, the “Advisory Governing Documents Proposals”).
 

 

Proposal No. 5-The Nasdaq Proposal-RESOLVED, as an ordinary resolution, that for the purposes of complying with the applicable provisions of the Nasdaq Global Market (“Nasdaq”) Listing Rule 5635, the issuance of the 7,000,000 shares of New Mondee Common Stock in connection with the PIPE Financing and the issuance of the New Mondee Common Stock constituting the Merger Consideration be approved.

Proposal No. 6- The Director Election Proposal-RESOLVED, as an ordinary resolution, that the persons named below be elected to serve on the New Mondee Board immediately following the consummation of the Business Combination.”
Class I (term expiring in 2023)
Asi Ginio
Noor Sweid
Class II (term expiring in 2024)
Pradeep Udhas
Roopa Purushothaman
Mona Aboelnaga Kanaan
Class III (term expiring in 2025)
Orestes Fintiklis
Prasad Gundumogula.

Proposal No. 7-The Equity Incentive Plan Proposal-RESOLVED, as an ordinary resolution, that the New Mondee 2022 Equity Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex D, be adopted and approved.

Proposal No. 8-the Employee Stock Purchase Plan Proposal-RESOLVED, as an ordinary resolution, that the New Mondee Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex E, be adopted and approved.

Proposal No. 9-The Adjournment Proposal-RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (A) to solicit additional proxies for the purpose of obtaining approval by the ITHAX shareholders of each of the proposals necessary to consummate the transactions contemplated by the Business Combination Agreement, (B) for the absence of a quorum or (C) if the holders of the Class A ordinary shares have elected to redeem a number of Class A ordinary shares as of such time that would reasonably be expected to result in the conditions required for the closing of the Business Combination Agreement to not occur; provided that, without the consent of Mondee, in no event shall the extraordinary general meeting of shareholders be adjourned to a date that is more than fifteen (15) business days later than the most recently adjourned meeting or to a date that is beyond the termination date of the Business Combination Agreement, at the extraordinary general meeting be approved.
Each of the Business Combination Proposal, the Domestication Proposal, the Proposed Charter and Bylaws Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Governing Documents Proposals are non-binding advisory proposals that are not conditions precedent to the consummation of the Business Combination and a vote against will have no impact on the provisions of the Proposed Charter or Proposed Bylaws of New Mondee. The approval of neither the Director Election Proposal nor the Adjournment Proposal is either a condition precedent to the consummation of the Business Combination or conditioned upon the approval of any other proposal.
These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.
Only holders of record of ordinary shares at the close of business on May 13, 2022, the record date, are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.
 

 
This proxy statement/prospectus and accompanying proxy card is being provided to ITHAX’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of ITHAX’s shareholders should read this proxy statement/prospectus, including the Annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factorsbeginning on page 73 of this proxy statement/prospectus.
After careful consideration, the board of directors of ITHAX has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Mergers, and “FOR” all other proposals presented to ITHAX’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of ITHAX, you should keep in mind that the Sponsor and ITHAX’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal-Interests of ITHAX’s Sponsor, Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.
Pursuant to the Existing Governing Documents, a public shareholder may request of ITHAX that New Mondee redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(1)   (a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;
(2)   submit a written request to Continental, ITHAX’s transfer agent, in which you (a) request that New Mondee redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and
(3)   deliver shares, written instructions, and other redemption forms (as applicable) to Continental, ITHAX’s transfer agent, physically or electronically through The Depository Trust Company.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on July 13, 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, ITHAX’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares, written instructions, and other redemption forms (as applicable) to Continental, ITHAX’s transfer agent, New Mondee will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of ITHAX’s initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of May 13, 2022, the record date, this would have amounted to approximately $10.01 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and accordingly it is shares of New Mondee
 

 
Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of ITHAX-Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
ITHAX Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) has, pursuant to the Sponsor Support Agreement with Mondee (the “Sponsor Support Agreement”), agreed to, among other things, vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting and waive its anti-dilution rights with respect to its Class B ordinary shares in connection with the consummation of the Business Combination. As part of the Sponsor Support Agreement, the Sponsor also agreed that 603,750 Class B ordinary shares issued to the Sponsor in connection with ITHAX’s initial public offering (which will be converted to 603,750 shares of New Mondee Class B Common Stock in connection with the Domestication) will be unvested and subject to forfeiture as immediately prior to the First Effective Time based on the level of redemptions of Class A ordinary shares by holders thereof in connection with the transactions contemplated by the Business Combination Agreement (calculated in the manner set forth in the Sponsor Support Agreement). However, Mondee may, at its sole option and without any other party’s approval, waive the Sponsor’s obligation to forfeit these Class B ordinary shares. In addition, pursuant to the ITHAX Letter Agreement, the Initial Shareholders (including the Sponsor), agreed to vote in favor of the Business Combination Agreement and the transactions contemplated thereby and to waive any redemption rights with respect to any ordinary shares held by them. None of the Initial Shareholders received separate consideration for their waiver of redemption rights. The ordinary shares held by the Initial Shareholders will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 21.1% of the issued and outstanding ordinary shares. See “Business Combination Proposal-Related Agreements-Sponsor Support Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Support Agreement.
The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such closing condition. In addition, in no event will ITHAX redeem public shares in an amount that would cause New Mondee’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing (as defined in the proxy statement/prospectus). Nor will ITHAX redeem public shares in an amount that would cause the aggregate cash proceeds available for release from the trust account in connection with the transactions contemplated in the Business Combination Agreement (including the PIPE Financing) to be less than $150 million, unless Mondee, at its sole option and without any other party’s approval, waives such condition to Business Combination.
The approval of each of the Domestication Proposal and the Proposed Charter and Bylaws Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the issued ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, each of the Advisory Governing Documents Proposals, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Nasdaq Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the issued ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Under the terms of the Existing Governing Documents, only the holders of Class B ordinary shares are entitled to vote on the election of directors to the board of directors of ITHAX. Therefore, only holders of the Class B ordinary shares will vote on the Director Election Proposal at the extraordinary general meeting. Holders of Class B ordinary shares and Class A ordinary shares will have one vote per share on all other proposals.
 

 
Your vote is very important.   Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Governing Documents Proposals are non-binding advisory proposals that are not conditions precedent to the consummation of the Business Combination and a vote against will have no impact on the provisions of the Proposed Charter and the Proposed Bylaws of New Mondee. The approval of neither the Director Election Proposal nor the Adjournment Proposal is either a condition precedent to the consummation of the Business Combination or conditioned upon the approval of any other proposal.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.
Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200 (for individuals), or banks and brokers can call collect at (203) 658-9400, or by emailing ITHX.info@investor.morrowsodali.com.
Thank you for your participation. We look forward to your continued support.
By Order of the Chairman of the Board of Directors of ITHAX Acquisition Corp.,
Orestes Fintiklis
Chief Executive Officer and Chairman of the Board of Directors
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ITHAX’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
 

 
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F-1
ANNEXES
 
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ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about ITHAX and Mondee that is not included in or delivered with the document. You may request copies of this proxy statement/prospectus and any other publicly available information concerning ITHAX, without charge, by written request to ITHAX Acquisition Corp., 555 Madison Avenue, Suite 11A, New York, NY 10022, or by telephone request at (212) 792-0253; or Morrow Sodali LLC our proxy solicitor, if you are an individual, by calling (800) 662-5200, or if you are affiliated with a bank and broker, you may call collect at (203) 658-9400, or by emailing ITHX.info@investor.morrowsodali.com or from the SEC through the SEC website at http://www.sec.gov.
In order for ITHAX’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of ITHAX to be held on July 15, 2022 you must request the information no later than five business days prior to the date of the extraordinary general meeting, by July 8, 2022.
TRADEMARKS
This document contains references to trademarks, trade names and service marks certain of which belong to Mondee and others that are the property of other organizations. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
 
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MARKET, INDUSTRY AND OTHER DATA
This proxy statement/prospectus includes industry and market data obtained from periodic industry publications, third-party studies and surveys, as well as from filings of public companies in our industry and internal company surveys. These sources include government and industry sources including, but not limited to, the IBIS World Global Travel Agency Services Industry Report (August 2021), the IBIS World Global Tourism Industry Report (2021) and PhocusWright US Travel Agency Distribution Landscape 2016 - 2021. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this proxy statement/prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Each publication, study and report speaks as of its original publication date (and not as of the date of this proxy statement/prospectus). Certain of these publications, studies and reports were published before the COVID-19 pandemic and therefore do not reflect any impact of COVID-19 on any specific market or globally. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications and reports.
 
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SELECTED DEFINITIONS
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:
2022 Plan” are to the New Mondee 2022 Equity Incentive Plan to be considered for adoption and approval by the shareholders pursuant to the Equity Incentive Plan Proposal;
Amended and Restated Warrant Agreement” are to that certain Amended and Restated Warrant Agreement, by and between Continental and ITHAX;
Articles of Association” are to the amended and restated articles of association of ITHAX;
Business Combination” are to the Domestication, the Mergers and other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing;
Business Combination Agreement” are to that certain Business Combination Agreement, dated December 20, 2021, by and among ITHAX, Ithax Merger Sub I, LLC, Ithax Merger Sub II, LLC and Mondee, and as may be amended, supplemented or otherwise modified from time to time;
Cantor” are to Cantor, Fitzgerald & Co., the representative of the several underwriters in ITHAX’s initial public offering;
Cayman Islands Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;
Class A ordinary shares” are to the Class A ordinary shares, par value $0.001 per share, of ITHAX, which will automatically convert, on a one-for-one basis, into shares of New Mondee Common Stock in connection with the Domestication;
Class B ordinary shares” are to the 6,037,500 Class B ordinary shares, par value $0.001 per share, of ITHAX outstanding as of the date of this proxy statement/prospectus that were initially issued to the Sponsor in a private placement prior to our initial public offering and of which 10,000 were transferred to each of the ITHAX independent directors in October 2020, and, in connection with the Domestication, will be converted into one share of Class B common stock, par value $0.001 per share, of New Mondee and, upon the First Effective Time, each issued and outstanding share of New Mondee Class B Common Stock will be converted into one share (subject to adjustment) of New Mondee Common Stock;
Closing” are to the closing of the Transactions;
Closing Date” are to the date on which the Closing actually occurs;
Condition Precedent Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Proposed Charter and Bylaws Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal, collectively;
Continental” are to Continental Stock Transfer & Trust Company, ITHAX’s transfer agent, warrant agent and trustee of the trust account;
Domestication” are to the transfer by way of continuation and deregistration of ITHAX from the Cayman Islands and the continuation and domestication of ITHAX as a corporation incorporated in the State of Delaware;
Employee Stock Purchase Plan” are to the New Mondee 2022 Employee Stock Purchase Plan to be considered for adoption and approval by the shareholders pursuant to the Employee Stock Purchase Plan Proposal;
Exchange Act” are to the Securities Exchange Act of 1934, as amended;
 
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extraordinary general meeting” are to the extraordinary general meeting of ITHAX at 11:00 am, Eastern Time, on July 15, 2022, located at the offices of Reed Smith LLP, ITHAX’s U.S. counsel, located at 599 Lexington Avenue, 22nd Floor, New York, New York 10022, and virtually via live webcast at https://www.cstproxy.com/ithaxacquisitioncorp/2022, or at such other time, on such other date and at such other place to which the meeting may be adjourned;
Existing Governing Documents” are to the Memorandum of Association and the Articles of Association;
First Effective Time” are to the time at which the First Merger becomes effective;
First Merger” are to the time at which the First Merger Sub will merge with and into Mondee, with Mondee being the surviving entity in the merger;
First Merger Sub” are to Ithax Merger Sub I, LLC, a Delaware limited liability company;
GAAP” are to generally accepted accounting principles in the United States, as applied on a consistent basis;
initial public offering” are to ITHAX’s initial public offering that was consummated on February 1, 2021;
Initial Shareholders” are to Sponsor and each of the directors and officers of ITHAX;
Interim Charter” means the certificate of incorporation of New Mondee attached to this proxy statement/prospectus as Annex I to be effective upon the Domestication;
Interim Period” are to the date of the Business Combination Agreement until the earlier of the First Effective Time, or the termination of the Business Combination Agreement;
ITHAX,” “we,” “us” or “our” are to ITHAX Acquisition Corp., a Cayman Islands exempted company, prior to the consummation of the Business Combination;
ITHAX Board” or “our Board” are to ITHAX’s board of directors;
ITHAX Letter Agreement” are to that certain letter agreement dated January 27, 2021, by and among ITHAX, the Sponsor, and ITHAX’s directors and officers;
Memorandum of Association” are to the amended and restated memorandum of association of ITHAX;
Merger Consideration” means to the 60,800,000 shares of New Mondee Common Stock to be issued to the Mondee Stockholder;
Mergers” are to the merger of First Merger Sub with and into Mondee pursuant to the Business Combination Agreement, with Mondee as the surviving company in the First Merger and the merger of Mondee with and into Second Merger Sub, with Second Merger Sub being the surviving entity in the Second Merger;
Mondee” are to Mondee Holdings II, Inc., a Delaware corporation;
Mondee Board” are to the board of directors of Mondee;
Mondee Common Stock” means the shares of common stock, par value $0.01 per share, of Mondee;
Mondee Stockholder” means Mondee Holdings, LLC, a Delaware limited liability company and the sole holder of capital stock of Mondee prior to the consummation of the Business Combination;
Mondee Subsidiary” or “Mondee Subsidiaries” are to those subsidiaries of Mondee;
New Mondee” are to ITHAX, a Delaware corporation, upon and after the Domestication;
New Mondee Board” are to the board of directors of New Mondee after the consummation of the Business Combination;
 
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New Mondee Class B Common Stock” are to the Class B common stock, par value $0.001 per share, of New Mondee;
New Mondee Common Stock” are to the Class A common stock, par value $0.001 per share, of New Mondee, which, upon the adoption of the Proposed Charter, will change to have a par value of $0.0001 per share;
New Mondee Preferred Stock” are to the preferred stock, par value $0.0001 per share, of New Mondee;
Nasdaq” are to the Nasdaq Global Market;
ordinary shares” are to ITHAX’s Class A ordinary shares and Class B ordinary shares;
PIPE Financing” are to the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors have collectively committed to subscribe for an aggregate of 7,000,000 shares of New Mondee Common Stock for an aggregate purchase price of $70,000,000 to be consummated immediately prior to the First Effective Time;
PIPE Investors” are to the certain “qualified institutional buyers” ​(as defined in Rule 144A under the Securities Act) and accredited investors who are party to the Pipe Financing;
PIPE Shares” are to those 7,000,000 shares of New Mondee Common Stock to be issued pursuant to the PIPE Financing;
private placement shares” are to the 675,000 Class A ordinary shares outstanding as of the date of this proxy statement/prospectus that underlie our private placement units that we issued in connection with the closing of our initial public offering or private placement shares that were issued as a matter of law upon the conversion of the ITHAX private placement warrants in connection with the Domestication, as the context requires;
private placement warrants” are to the 337,500 private placement warrants outstanding as of the date of this proxy statement/prospectus that underlie our private placement units that we issued in connection with the closing of our initial public offering or the private placement warrants that were issued as a matter of law upon the conversion of the ITHAX private placement warrants in connection with the Domestication, as the context requires;
private placement units” are to the 675,000 private placement units outstanding as of the date of this proxy statement/ prospectus that were issued to the Sponsor and Cantor as part of the closing of our initial public offering (with the Sponsor purchasing 465,000 and Cantor purchasing 210,000 private placement units, respectively), which are substantially identical to the public units sold as part of the units in the initial public offering, subject to certain limited exceptions;
pro forma” are to giving pro forma effect to the Business Combination, including the Mergers and the PIPE Financing;
Proposed Bylaws” are to the proposed new bylaws of New Mondee to be effective at the First Effective Time attached to this proxy statement/prospectus as Annex D;
Proposed Charter” are to the proposed amended and restated certificate of incorporation of New Mondee to be effective at the First Effective Time attached to this proxy statement/prospectus as Annex C;
Proposed Governing Documents” are to the Proposed Charter and the Proposed Bylaws;
public shareholders” are to holders of public shares, whether acquired in ITHAX’s initial public offering or acquired in the secondary market;
public shares” are to the currently outstanding 24,150,000 Class A ordinary shares of ITHAX, whether acquired in ITHAX’s initial public offering or acquired in the secondary market;
 
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public warrants” are to the currently outstanding 12,075,000 redeemable warrants to purchase Class A ordinary shares of ITHAX that were issued by ITHAX in its initial public offering or the redeemable warrants to purchase New Mondee Common Stock that were issued as a matter of law upon the conversion of the ITHAX public warrants in connection with the Domestication, as the context requires;
redemption” are to each redemption of public shares for cash pursuant to the Existing Governing Documents;
Registration Statement” are to the registration statement of which this proxy statement/prospectus forms a part;
SEC” are to the Securities and Exchange Commission;
Second Effective Time” are to the time at which the Second Merger becomes effective
Second Merger” are to the time at which Mondee will merge with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of New Mondee;
Second Merger Sub” are to Ithax Merger Sub II, LLC, a Delaware limited liability company;
Securities Act” are to the Securities Act of 1933, as amended;
Sponsor” are to ITHAX Acquisition Sponsor LLC, a Delaware limited liability company;
Sponsor Support Agreement” are to that certain Sponsor Agreement, dated as of December 20, 2021, by and among the Sponsor, ITHAX and Mondee, as amended and modified from time to time;
Subscription Agreements” are to the subscription agreements, entered into by ITHAX and each of the PIPE Investors in connection with the PIPE Financing;
Transactions” are to collectively, the Second Merger, the First Merger, and the other transactions contemplated by the Business Combination Agreement;
transfer agent” are to Continental, ITHAX’s transfer agent;
trust account” are to the trust account established at the consummation of ITHAX’s initial public offering that holds the proceeds of the initial public offering and is maintained by Continental, acting as trustee;
units” are to the units of ITHAX, each unit representing one Class A ordinary share and one-half of one warrant to acquire one Class A ordinary share, that were offered and sold by ITHAX in its initial public offering and in its concurrent private placement; and
warrants” are to the public warrants and the private placement warrants.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding future events or future results, including those relating to the Business Combination; the benefits of the Business Combination; results of operations; financial condition; liquidity; prospects; growth; strategies and the markets in which Mondee operates, including estimates and forecasts of financial and operational metrics, projections of market opportunity and market share; future sales channels and strategies; and future expansion. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus include, for example, statements about:

Mondee’s ability to execute its business strategy, including monetization of its products;

our ability to complete the Business Combination with Mondee or, if we do not consummate such Business Combination, any other initial business combination;

satisfaction or waiver of the conditions to the Business Combination including, among others: (i) approval by ITHAX’s and Mondee’s respective stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the obtaining of any consents required under antitrust laws in the jurisdictions specified on a schedule, (iii) no law or order enjoining or prohibiting the consummation of the Transactions being in force, (iv) receipt of approval for listing on the Nasdaq Global Market of the shares of New Mondee Common Stock to be issued in connection with the Transactions, (v) completion of the Domestication, (vi) the effectiveness of this registration statement on Form S-4, (vii) the accuracy of the parties’ respective representations and warranties (subject to specified materiality thresholds) and the material performance of the parties’ respective covenants and other obligations, (viii) no material adverse effect on Mondee having occurred since signing that is continuing at Closing and (ix) no material adverse effect on ITHAX having occurred, (x) mutual delivery of certificates between the parties, signed by officers of ITHAX and Mondee, respectively, (xi) delivery of the Registration Rights Agreement, duly executed by certain parties thereto, and (xii) solely as relates to Mondee’s obligation to consummate the Transaction, ITHAX having at least $150,000,000 of available cash at the Closing;

the projected financial information, growth rate and market opportunity of New Mondee after the Closing;

the ability to obtain and/or maintain the listing of the New Mondee Common Stock and the warrants on the Nasdaq, and the potential liquidity and trading of such securities;

the risk that the proposed Business Combination disrupts current plans and operations of Mondee as a result of the announcement and consummation of the proposed Business Combination;

the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of New Mondee after the Closing to grow and retain its key employees;

costs related to the proposed Business Combination;

changes in applicable laws or regulations;

our ability to raise financing in the future and ability to continue as a going concern;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;
 
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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination;

Mondee’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

Mondee’s financial performance;

the ability of New Mondee after the Closing to expand or maintain its existing customer base; and

the effect of COVID-19 on the foregoing, including our ability to consummate the Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic.
The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us and/or Mondee. There can be no assurance that future developments affecting us and/or Mondee will be those that we and/or Mondee have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of Mondee) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Neither we nor Mondee undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Before any shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the extraordinary general meeting, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.
 
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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF ITHAX
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to ITHAX’s shareholders. Shareholders should read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at 11:00 am, Eastern Time, on July 15, 2022, at the offices of located at the offices of Reed Smith LLP, ITHAX’s U.S. counsel, located at 599 Lexington Avenue, 22nd Floor, New York, New York 10022, or virtually via live webcast at https://www.cstproxy.com/ithaxacquisitioncorp/2022. If you would like to attend the extraordinary general meeting in person, you must reserve your attendance at least two business days in advance of the extraordinary general meeting by contacting our U.S. counsel, Reed Smith LLP, at 599 Lexington Avenue, 22nd Floor, New York, NY 10022,
via an email to ITHAXshareholdermeeting@reedsmith.com.
Q: Why am I receiving this proxy statement/prospectus?
A: ITHAX shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, in connection with the Domestication, immediately prior to the PIPE Financing, on the Closing Date, each issued and outstanding Class A ordinary share of ITHAX will be converted into one share of New Mondee Common Stock, each issued and outstanding Class B ordinary share of ITHAX will be converted into one share of New Mondee Class B Common Stock, and each issued and outstanding whole warrant to purchase Class A ordinary shares of ITHAX will automatically convert into the right to purchase one share of New Mondee Common Stock, at an exercise price of $11.50 per share, on substantially the same terms and conditions as set forth in the Amended and Restated Warrant Agreement. Upon the First Effective Time, each issued and outstanding share of New Mondee Class B Common Stock will be converted into one share (subject to adjustment) of New Mondee Common Stock. In connection with the Closing, New Mondee will change its name to “Mondee Holdings, Inc.” See “Business Combination Proposal.”
A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read the Business Combination Agreement in its entirety.
The approval of each of the Business Combination Proposal, each of the Advisory Governing Documents Proposals, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Nasdaq Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the issued ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting, and each of the Domestication Proposal, and the proposal to approve by special resolution the adoption and approval of the Proposed Charter and Proposed Bylaws of New Mondee (the “Proposed Charter and Bylaws Proposal”) requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the issued ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting and, vote at the extraordinary general meeting. Under the terms of the Existing Governing Documents, only the holders of Class B ordinary shares are entitled to vote on the election of directors to the board of directors of ITHAX. Therefore, only holders of the Class B ordinary shares will vote on the Director Election Proposal at the extraordinary general meeting. Holders of Class B ordinary shares and Class A ordinary shares shall have one vote per share on all other proposals.
In connection with the Business Combination, on the Closing Date: (i) immediately prior to the PIPE Financing, each issued and outstanding Class A ordinary share of ITHAX will be converted into one share of New Mondee Common Stock and each issued and outstanding Class B ordinary share of ITHAX will be converted into one share of New Mondee Class B Common Stock, pursuant to the Domestication; (ii) upon the First Effective Time, each issued and outstanding share of New Mondee Class B Common Stock will be converted into one share (subject to adjustment) of New Mondee Common Stock; (iii) pursuant to the
 
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Domestication, each issued and outstanding whole warrant representing the right to purchase one Class A ordinary share of ITHAX will automatically convert to represent the right to purchase one share of New Mondee Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Amended and Restated Warrant Agreement; (iv) pursuant to the Domestication, the governing documents of ITHAX will be replaced with the Interim Charter, and upon the First Effective Time, the Interim Charter shall be replaced with the Proposed Charter and the Proposed Bylaws of New Mondee as described in this proxy statement/prospectus; and (v) upon the First Effective Time, New Mondee’s name will change to “Mondee Holdings, Inc.” In connection with clauses (i) through (iii) of this paragraph, each issued and outstanding unit of ITHAX that has not been previously separated into the underlying Class A ordinary shares of ITHAX and the underlying warrants of ITHAX prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New Mondee Common Stock and one-half of one warrant representing the right to purchase one share of New Mondee Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Amended and Restated Warrant Agreement. See “Domestication Proposal.”
The provisions of the Proposed Governing Documents will differ in certain material respects from the Existing Governing Documents. Please see “What amendments will be made to the current constitutional documents of ITHAX?” below.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.
Q: What proposals are shareholders of ITHAX being asked to vote upon?
A: At the extraordinary general meeting, ITHAX is asking holders of its ordinary shares to consider and vote upon 9 separate proposals:

a proposal to approve by ordinary resolution and adopt the Business Combination Agreement, including the Mergers, and the transactions contemplated thereby;

a proposal to approve by special resolution the Domestication and the Interim Charter;

a proposal to approve by special resolution the Proposed Charter and Bylaws Proposal;

a proposal, on a non-binding advisory basis, to approve by ordinary resolution the following material differences between the Existing Governing Documents and the Proposed Governing Documents: (i) authorizing a change to authorized capital stock, (ii) authorizing the ITHAX Board to make issuances of preferred stock, (iii) authorizing stockholders to vote by person or proxy by prohibiting stockholders from acting by written consent in lieu of a meeting (except in certain limited circumstances) (iv) adopting the name “Mondee Holdings, Inc.”, and (v) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act;

a proposal to approve by ordinary resolution the election of directors to serve staggered terms, who, upon consummation of the Business Combination, will be the directors of New Mondee after the Closing;

a proposal to approve by ordinary resolution shares of New Mondee Common Stock in connection with the Business Combination and the PIPE Financing in compliance with the Nasdaq Listing Rule 5635;

a proposal to approve and adopt by ordinary resolution the 2022 Plan;

a proposal to approve and adopt by ordinary resolution the Employee Stock Purchase Plan; and

a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.
 
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If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated.
For more information, please see “Business Combination Proposal,” “Domestication Proposal,” “Proposed Charter and Bylaws Proposal,” “Advisory Governing Documents Proposals,” “Nasdaq Proposal,” “Director Election Proposal,” “Equity Incentive Plan Proposal,” “Employee Stock Purchase Plan Proposal” and “Adjournment Proposal.”
ITHAX will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of ITHAX should read it carefully.
After careful consideration, the ITHAX Board has determined that the Business Combination Proposal, the Domestication Proposal, the Proposed Charter and Bylaws Proposal, each of the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, and the Adjournment Proposal are in the best interests of ITHAX and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of one or more of ITHAX’s directors results in conflicts of interest on the part of such director(s) between what he, she or they may believe is in the best interests of ITHAX and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor and ITHAX’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal-Interests of ITHAX’s Sponsor, Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q: Why is ITHAX proposing the Business Combination?
A: ITHAX is a blank check company that was incorporated on October 2, 2020, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On February 1, 2021, ITHAX consummated its initial public offering of 24,150,000 units. Although ITHAX may pursue an acquisition opportunity in any business, industry, sector or geographical location, for purposes of consummating the initial business combination, ITHAX has focused on businesses that have an enterprise value in excess of $600 million, are currently in the leisure, hospitality, travel and related services sectors, and that it believes have interesting business positioning in the United States, as well as Latin America, the Caribbean and European markets and beyond. ITHAX is not permitted under its Existing Governing Documents to effect a business combination with a blank check company or a similar type of company with nominal operations.
ITHAX has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. ITHAX has sought to acquire companies that meet its core investment philosophy, including companies that: offer superior risk adjusted returns, have an enterprise value in excess of $600 million, benefit from a sound business model and sustainable competitive advantages, have growth potential through further acquisitions, have a management team with a proven track record of success, can benefit from ITHAX’s management team’s experiences and network, can benefit from being a public company, and generate strong, free cash flow, among other criteria.
Based on its due diligence investigations of Mondee and the industry in which it operates, including the financial and other information provided by Mondee in the course of negotiations, the ITHAX Board believes that Mondee is an attractive target based on its evaluation of Mondee in light of the criteria and guidelines listed above. Further, based on its due diligence investigations of Mondee and the industry in which it operates, including the financial and other information provided by Mondee in the course of negotiations, the ITHAX Board believes that the Business Combination with Mondee presents an attractive business combination opportunity and is in the best interests of ITHAX and its shareholders. The ITHAX
 
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board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “Business Combination Proposal-The ITHAX Board’s Reasons for the Business Combination” and “Risk Factors-Risks Related to ITHAX’s Business and to New Mondee’s Business Following the Business Combination.”
Q: What are the potential impacts on the Business Combination and related transactions resulting from the resignation of Deutsche Bank?
A: On June 10, 2022, Deutsche Bank resigned from its role as capital markets advisor and placement agent to ITHAX in connection with the Business Combination and waived all rights to any fees and compensation in connection with such roles, and ITHAX mutually accepted this resignation. All such fees and compensation were only payable to Deutsche Bank upon completion of the Business Combination. In addition, Deutsche Bank delivered notice of resignation to the Securities and Exchange Commission pursuant to Section 11(b)(1) under the Securities Act on June 10, 2022. See “Summary — Recent Developments.”
As a result of this resignation and the associated waiver of fees, the transactions fees payable by ITHAX and Mondee at the consummation of the Business Combination will be reduced by approximately $3.5 million. The placement agency services being provided by Deutsche Bank prior to such resignation were substantially complete at the time of its resignation, with any fees payable to Deutsche Bank for such services contingent upon the Closing of the Business Combination. As a result of this resignation and the associated waiver of fees, the transactions fees payable by ITHAX and Mondee at the consummation of the Business Combination will be reduced by approximately $3.5 million, and therefore, at closing there will be $3.5 million more on the balance sheet of the company. The availability of the PIPE Financing is not impacted by the resignation of Deutsche Bank as all placements in the PIPE Financing were either made by AXIA Capital or facilitated by ITHAX and/or Mondee.
We believe that the resignation of Deutsche Bank and the waiver of fees for services that have already been rendered is unusual. ITHAX shareholders may be more likely to elect to redeem their shares, increasing the possibility that ITHAX may not have sufficient funds to meet the minimum cash condition in the Business Combination Agreement. See “Summary — Sources and Uses of Funds” and “Unaudited Pro Forma Combined Financial Information.”
Q: Did the ITHAX Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A: No. The ITHAX Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. However, ITHAX’s management, the members of the ITHAX Board and the other representatives of ITHAX have substantial experience in evaluating the operating and financial merits of companies similar to Mondee and reviewed certain financial information of Mondee and compared it to certain publicly traded companies, selected based on the experience and the professional judgment of ITHAX’s management team, which enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the ITHAX Board in valuing Mondee’s business and assuming the risk that the ITHAX Board may not have properly valued such business.
We note that Deutsche Bank, in its role as one of the capital markets advisors to ITHAX, has resigned from its engagement in connection with the Business Combination and ITHAX mutually accepted the resignation. Shareholders should not place any reliance on the fact that Deutsche Bank was previously involved with this transaction as a capital markets advisor to ITHAX. See “Summary — Recent Developments.”
Q: What will the Mondee Stockholder receive in return for the Business Combination with ITHAX?
A: On the Closing Date, First Merger Sub will merge with and into Mondee, with Mondee being the surviving entity in the merger, and immediately following the First Merger, Mondee will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity in the merger. In connection with the Closing, ITHAX will change its name to “Mondee Holdings, Inc.” In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the First Effective Time, (a) all
 
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shares common stock of Mondee outstanding as of immediately prior to the First Effective Time shall be cancelled and automatically converted into the right to receive the Merger Consideration, (b) all shares of common stock of Mondee held in treasury of Mondee and all shares of Mondee common stock owned by any direct or indirect wholly owned subsidiary of Mondee immediately prior to the First Effective Time shall be cancelled without any conversion thereof, and (c) each issued and outstanding unit of First Merger Sub immediately prior to the First Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of First Surviving Company Common Stock. Upon the closing of the Business Combination, Prasad Gundumogula, who will serve as New Mondee’s Chief Executive Officer, will have voting control over 63% of the shares of New Mondee Common Stock, through his control of Mondee Holdings, LLC, the sole holder of capital stock of Mondee.
In addition, pursuant to the Earn-Out Agreement, New Mondee may issue to certain signatories of the Earn-Out Agreement (the “Members”), an aggregate of up to 9,000,000 shares of New Mondee Common Stock (the “Earn-Out Shares”), with the “Earn-Out Shares vesting over the four-year period following Closing, based on the achievement of certain milestones of the trading price of New Mondee Common Stock, as set forth in the Earn-Out Agreement. Upon the closing of the Business Combination, Prasad Gundumogula, who is the Chief Executive Officer of Mondee and who will continue to serve as Chief Executive Officer of New Mondee, may potentially receive up to 6,000,000 of the aggregate amount of Earn-Out Shares.
Q: How will New Mondee be managed following the Business Combination?
A: Following the Closing, it is expected that the New Mondee Board will consist of Prasad Gundumogula, Orestes Fintiklis, Asi Ginio, Mona Aboelnaga Kanaan, Roopa Purushothaman, Noor Sweid, and Pradeep Udhas. Please see the section entitled “Management of New Mondee Following the Business Combination” for further information.
Q: What equity stake will current ITHAX shareholders and the current Mondee Stockholder hold in New Mondee immediately after the consummation of the Business Combination?
A: As of the date of this proxy statement/prospectus, there are (i) 24,150,000 Class A ordinary shares outstanding underlying units issued in ITHAX’s initial public offering, (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 the Sponsor and 210,000 of which are held by Cantor, and (iii) 6,037,500 Class B ordinary shares outstanding held by ITHAX’s Initial Shareholders. As of the date of this proxy statement/prospectus, there are outstanding (i) 12,075,000 public warrants and (ii) 337,500 private placement warrants underlying the private placement units, 232,500 of which are held by the Sponsor and 105,000 of which are held by Cantor. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New Mondee Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination or the PIPE Financing or the conversion of the working capital loan into warrants and assuming that none of ITHAX’s outstanding public shares are redeemed in connection with the Business Combination), ITHAX’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 43,275,000 ordinary shares.
The following table illustrates varying ownership levels in New Mondee Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders and the following additional assumptions: (i) 60,800,000 shares of New Mondee Common Stock are issued to the Mondee Stockholder; (ii) 7,000,000 shares of New Mondee Common Stock are issued in the PIPE Financing; and (iii) no public warrants or private placement warrants to purchase New Mondee Common Stock that will be outstanding immediately following Closing have been exercised.
 
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Share Ownership in New Mondee
Assuming
No Redemptions
Assuming 50% of
Max
Redemptions(1)
Assuming Max
Redemptions(2)
Assuming 100%
Redemptions(5)
Number
of shares
%
of total
Number
of shares
%
of total
Number
of shares
%
of total
Number
of shares
%
of total
Mondee Stockholder(3)
60,800,000 61.6% 60,800,000 66.3% 60,800,000 71.7% 60,800,000 82.3%
Initial Shareholders(4)
6,502,500 6.6% 6,502,500 7.1% 6,502,500 7.7% 5,898,750(6) 8.0%
Cantor
210,000 0.2% 210,000 0.2% 210,000 0.2% 210,000 0.3%
Former ITHAX Class A Public Shareholders
24,150,000 24.5% 17,210,692 18.8% 10,271,384 12.1% 0 0.0%
PIPE Investors
7,000,000 7.1% 7,000,000 7.6% 7,000,000 8.3% 7,000,000 9.5%
(1)
Amount shown represents share redemption levels reflecting 50% of the Max Redemption scenario (approximately 28.7% redemptions).
(2)
Assumes that approximately 57.5% of ITHAX’s outstanding public shares are redeemed in connection with the Business Combination, which is the maximum permitted amount of redemptions while still satisfying the minimum cash condition to the consummation of the Business Combination in the Business Combination Agreement.
(3)
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 2,218,100 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 proxy statement/prospectus and “Certain Relationships and Related Person Transactions — Mondee — Mondee Group Note.”
(4)
Excludes any shares purchased by the Sponsor in the PIPE Financing.
(5)
Assumes Mondee, at its sole option and without any other party’s approval, waives the minimum cash condition in the Business Combination Agreement. If all 24,150,000 ITHAX Class A ordinary shares are redeemed, Mondee would be required to waive the minimum cash condition or otherwise obtain alternative financing arrangements to satisfy this Closing Condition.
(6)
Excludes the 603,750 Class B ordinary shares held by the Sponsor that are subject to forfeiture pursuant to the Sponsor Support Agreement. As part of the Sponsor Support Agreement, the Sponsor has agreed that 603,750 Class B ordinary shares issued to the Sponsor in connection with ITHAX’s initial public offering (which will be converted to 603,750 shares of New Mondee Class B Common Stock in connection with the Domestication) will be unvested and subject to forfeiture as immediately prior to the First Effective Time based on the level of redemptions of Class A ordinary shares by holders thereof in connection with the transactions contemplated by the Business Combination Agreement (calculated in the manner set forth in the Sponsor Support Agreement). However, Mondee may, at its sole option and without any other party’s approval, waive the Sponsor’s obligation to forfeit these Class B ordinary shares. For additional information, see “Business Combination Proposal-Related Agreements-Sponsor Support Agreement.”
In addition, the following table illustrates varying ownership levels in New Mondee Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders on a fully diluted basis, assuming full exercise of public warrants and private placement warrants to purchase New Mondee Common Stock.
 
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Additional Dilution
Sources(1)
Assuming
No
Redemption
% of
Total(2)
Assuming 50%
of Max
Redemptions(3)
% of
Total(2)
Assuming
Max
Redemption(4)
% of
Total(2)
Assuming
100%
Redemptions(5)
% of
Total(2)
ITHAX Warrants(6)
12,412,500 11.2% 12,412,500 11.9% 12,412,500 12.8% 12,412,500 14.4%
(1)
All share numbers and percentages for the Additional Dilution Sources are presented without the potential reduction of any amounts paid by the holders of the given Additional Dilution Sources and therefore may overstate the presentation of dilution.
(2)
The Percentage of Total with respect to each Additional Dilution Source set forth below, including the Total Additional Dilutive Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in both the numerator and denominator. For example, in the illustrative redemption scenario, the Percentage of Total with respect to the Shares underlying ITHAX warrants would be calculated as follows: (a) 12,412,500 shares issued pursuant to the ITHAX warrants; divided by (b) (i) shares (the number of shares outstanding prior to any issuance pursuant to the shares underlying the ITHAX warrants) plus (ii) 12,412,500 shares issued pursuant to the ITHAX warrants.
(3)
Amount shown represents share redemption levels reflecting 50% of the Maximum Redemption scenario (approximately 28.7% redemptions).
(4)
Assumes that approximately 57.5% of ITHAX’s outstanding public shares are redeemed in connection with the Business Combination, which is the maximum permitted amount of redemptions while still satisfying the conditions to the consummation of the Business Combination in the Business Combination Agreement.
(5)
Assumes Mondee, at its sole option and without any other party’s approval, waives the minimum cash condition in the Business Combination Agreement. If all 24,150,000 ITHAX Class A ordinary shares are redeemed, Mondee would be required to waive the minimum cash condition or otherwise obtain alternative financing arrangements to satisfy this Closing Condition. In this scenario, the Additional Dilution Sources exclude the 603,750 Class B ordinary shares (which will be converted to 603,750 shares of New Mondee Class B Common Stock in connection with the Domestication) that are subject to forfeiture pursuant to the Sponsor Support Agreement.
(6)
Assumes exercise of all ITHAX warrants for 12,412,500 shares of New Mondee Common Stock.
For further details, see “Business Combination Proposal-Consideration to Mondee Stockholder in the Business Combination.”
Q: Why is ITHAX proposing the Domestication?
A: The ITHAX board believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, the ITHAX board believes that any direct benefit that the Delaware General Corporation Law (the “DGCL”) provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The ITHAX board believes that there are several reasons why transfer by way of continuation to Delaware is in the best interests of ITHAX and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal-Reasons for the Domestication.”
To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and the Interim Charter with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.
The approval of the Domestication Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the issued ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Under the terms of the Existing Governing Documents, only the holders of Class B ordinary shares are entitled to vote on the election of directors to the board of directors of ITHAX. Therefore, only holders of the Class B ordinary shares will vote on the
 
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Director Election Proposal at the extraordinary general meeting. Holders of Class B ordinary shares and Class A ordinary shares shall have one vote per share on all other proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.
Q: What amendments will be made to the current constitutional documents of ITHAX?
A: The consummation of the Business Combination is conditional, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, ITHAX’s shareholders also are being asked to consider and vote upon a proposal to approve the Domestication, and replace ITHAX’s Existing Governing Documents, in each case, under Cayman Islands law with first, the Interim Charter, and second, Proposed Governing Documents, in each case, under the DGCL. both of which differ from the Existing Governing Documents. Below we summarize the material differences between the Existing Governing Documents of ITHAX and the Proposed Governing Documents of New Mondee, after the closing of the Business Combination. For information on how the Interim Charter differs from the Existing Governing Documents and the Proposed Governing Documents, see the “Domestication Proposal” and the “Proposed Governing Documents Proposal” in this proxy statement/prospectus.:
Existing Governing Documents
of ITHAX (Cayman)
Proposed Governing Documents
of New Mondee (Delaware)
Authorized Shares
(Advisory Governing Documents Proposal A)
The share capital under the Existing Governing Documents is US$111,000 divided into 100,000,000 Class A ordinary shares of US$0.001 each, 10,000,000 Class B ordinary shares of US$0.001 and 1,000,000 preference shares of US$0.001 each
See paragraph 8 of the Memorandum of Association.
The Proposed Governing Documents authorize 1,000,000,000 shares of New Mondee stock divided into 750,000,000 shares of New Mondee Common Stock, having a par value of $0.0001 per share, and 250,000,000 shares of New Mondee Preferred Stock, having a par value of $0.0001 per share. The New Mondee Common Stock will consist of two classes: 500,000,000 shares of Class A Common Stock and 250,000,000 shares of Class C Common Stock.
See Article IV of the Proposed Charter.
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent
(Advisory Governing Documents Proposal B)
The Existing Governing Documents authorize the issuance of an unlimited number of authorized and outstanding preference shares with par value US$0.001 per share and with such designation, rights and preferences as may be determined from time to time by the ITHAX Board. Accordingly, the ITHAX Board is empowered under the Existing Governing Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares.
The Proposed Governing Documents authorize the board of directors to issue all or any shares of New Mondee Preferred Stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the board of directors may determine.
See Article V subsection B of the Proposed Charter.
 
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Existing Governing Documents
of ITHAX (Cayman)
Proposed Governing Documents
of New Mondee (Delaware)
See paragraph 8 of our Memorandum of Association and Article 2 of our Articles of Association.
Shareholder/Stockholder Written Consent In Lieu of a Meeting
(Advisory Governing Documents Proposal C)
The Existing Governing Documents provide that resolutions may be passed by a vote in person, by proxy at a general meeting, or by unanimous written resolution.
See Article 1 of our Articles of Association.
The Proposed Governing Documents allow stockholders to vote in person or by proxy at a meeting of stockholders, but prohibit the ability of stockholders to act by written consent in lieu of a meeting (except that holders of New Mondee Preferred Stock may take action without a meeting to the extent expressly so provided in the applicable certificate of designation relating to such series of New Mondee Preferred Stock).
See Article VII subsection A of the Proposed Charter and Article II of the Proposed Bylaws.
Corporate Name
(Advisory Governing Documents Proposal D)
The Existing Governing Documents provide the name of the company is “ITHAX Acquisition Corp.”
See paragraph 1 of our Memorandum of Association.
The Proposed Governing Documents will provide that the name of the corporation will be “Mondee Holdings, Inc.”
See Article I of the Proposed Charter.
Perpetual Existence
(Advisory Governing Documents Proposal D)
The Existing Governing Documents provide that if we do not consummate a Business Combination (as defined in the Existing Governing Documents) by February 1, 2023 (the date that is 24 months after the closing of ITHAX’s initial public offering), ITHAX will cease all operations except for the purposes of winding up and will redeem the shares issued in ITHAX’s initial public offering and liquidate its trust account.
See Article 36 of our Articles of Association.
The Proposed Governing Documents do not include any provisions relating to New Mondee’s ongoing existence; the default under the DGCL will make New Mondee’s existence perpetual.
This is the default rule under the DGCL.
 
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Existing Governing Documents
of ITHAX (Cayman)
Proposed Governing Documents
of New Mondee (Delaware)
Exclusive Forum
(Advisory Governing Documents Proposal D)
The Existing Governing Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.
The Proposed Governing Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the United States federal district courts as the exclusive forum for litigation arising out of the Securities Act.
See Article XI of the Proposed Charter.
Provisions Related to Status as Blank Check Company
(Advisory Governing Documents Proposal D)
The Existing Governing Documents set forth various provisions related to our status as a blank check company prior to the consummation of a Business Combination (as defined in the Existing Governing Documents).
See Article 36 of our Articles of Association.
The Proposed Governing Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time.
Takeovers by Interested Stockholders
(Advisory Governing Documents Proposal E)
The Existing Governing Documents do not provide restrictions on takeovers of ITHAX by a related shareholder following a business combination.
The Proposed Governing Documents provide that New Mondee will not be governed by Section 203 of the DGCL.
See Article IX of the Proposed Charter.
Q: How will the Domestication affect my ordinary shares, warrants and units?
A: In connection with the Business Combination, on the Closing Date: (i) immediately prior to the PIPE Financing, each issued and outstanding Class A ordinary share of ITHAX will be converted into one share of New Mondee Common Stock, and each issued and outstanding Class B ordinary share, of ITHAX will be converted into one share of New Mondee Class B Common Stock, pursuant to the Domestication; and (ii) upon the First Effective Time, each issued and outstanding share of New Mondee Class B Common Stock will be converted into one share (subject to adjustment) of New Mondee Common Stock; (iii) pursuant to the Domestication, each issued and outstanding whole warrant to purchase one Class A ordinary share of ITHAX will automatically convert to represent the right to purchase one share of New Mondee Common Stock at an exercise price of $11.50 per share, on the terms and conditions set forth in the Amended and Restated Warrant Agreement; (iv) pursuant to the Domestication, the governing documents of ITHAX will be replaced with Interim Charter, and upon the First Effective Time, the Interim Charter shall be replaced with the Proposed Charter and the Proposed Bylaws of New Mondee as described in this proxy statement/prospectus; and (v) upon the First Effective Time, New Mondee’ name will change to “Mondee Holdings, Inc.” In connection with clauses (i) through (iii) of this paragraph, each issued and outstanding unit of ITHAX that has not been previously separated into the underlying Class A ordinary shares of ITHAX and the underlying warrants of ITHAX prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New Mondee Common Stock and one-half of one warrant representing the right to purchase one share of New Mondee Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Amended and Restated Warrant Agreement. See “Domestication Proposal.”
Q: What are the U.S. federal income tax consequences of the Domestication?
A: As discussed more fully under “U.S. Federal Income Tax Considerations,” it is intended that the Domestication qualify as a “reorganization” within the meaning of Section 368(a)(l)(F) of the U.S. Internal
 
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Revenue Code of 1986, as amended (the “Code”). Assuming that the Domestication so qualifies, and subject to the “passive foreign investment company” ​(“PFIC”) rules discussed below, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations-U.S. Holders”) will be subject to Section 367(b) of the Code and, as a result:

A U.S. Holder whose Class A ordinary shares have a fair market value of less than $50,000 and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of ITHAX ordinary shares entitled to vote and less than 10% of the total value of all classes of ITHAX ordinary shares generally will not recognize any gain or loss and will not be required to include any part of ITHAX’s earnings in income in connection with the Domestication;

A U.S. Holder whose Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of ITHAX ordinary shares entitled to vote and less than 10% of the total value of all classes of ITHAX ordinary shares generally will recognize gain (but not loss) on the exchange of Class A ordinary shares for New Mondee Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” ​(as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Class A ordinary shares provided certain other requirements are satisfied; and

A U.S. Holder who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of ITHAX ordinary shares entitled to vote or 10% or more of the total value of all classes of ITHAX ordinary shares generally will be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to its Class A ordinary shares as a result of the Domestication. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code (which is commonly referred to as the participation exemption).
ITHAX does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.
Further, the Domestication could be a taxable event for U.S. Holders under the PFIC provisions of the Code. Because it is a blank check company with no current active business, ITHAX believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In such case, notwithstanding the U.S. federal income tax consequences of the Domestication discussed in the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of Class A ordinary shares or warrants for New Mondee Common Stock or warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income, and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations-U.S. Holders-Tax Effects of the Domestication to U.S. Holders-PFIC Considerations-QEF Election and Mark-to-Market Election” may be able to avoid the PFIC gain and certain other tax consequences associated with PFIC status with respect to their Class A ordinary shares. Currently, there are no elections that are available with respect to warrants, and the application of the PFIC rules to the warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations-U.S. Holders — Effects of the Domestication to U.S. Holders — PFIC Considerations.”
ITHAX does not expect the Domestication to result in any material U.S. federal income tax consequences to Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations-Non-U.S.
 
19

 
Holders”). However, Non-U.S. Holders may become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such Non-U.S. Holder’s New Mondee Common Stock after the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations.”
Q: Do I have redemption rights?
A: If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Initial Shareholders have agreed to waive their redemption rights with respect to all of their ordinary shares in connection with the consummation of the Business Combination. None of the Initial Shareholders received separate consideration for their waiver of their redemption rights. The ordinary shares held by the Initial Shareholders will be excluded from the pro rata calculation used to determine the per-share redemption price.
Q: How do I exercise my redemption rights?
A: In connection with the proposed Business Combination, pursuant to the Existing Governing Documents, ITHAX’s public shareholders may request that ITHAX redeem all or a portion of such public shares for cash if the Business Combination is consummated. If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

submit a written request to Continental, ITHAX’s transfer agent, in which you (a) request that we redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

deliver your shares, written instructions, and other redemption forms (as applicable) to Continental, our transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on July 13, 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
The address of Continental, ITHAX’s transfer agent, is listed under the question “Who can help answer my questions?” below.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the
 
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underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, our transfer agent, directly and instruct them to do so.
Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of May 13, 2022, the record date, this would have amounted to approximately $10.01 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
Any request for redemption, once made by a holder of public ordinary shares, may not be withdrawn once submitted to ITHAX, unless the ITHAX Board determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). If you deliver your shares, written instructions, and other redemption forms (as applicable) for redemption to Continental, our transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, our transfer agent, at the phone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by Continental, our transfer agent, at least two business days prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s shares, written instructions, and other redemption forms have been delivered (either physically or electronically) to Continental, our transfer agent, at least two business days prior to the vote at the extraordinary general meeting.
If a holder of public shares properly makes a request for redemption and delivers the public shares along with the redemption forms (as applicable) as described above, then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption takes place following the Domestication and, accordingly, it is shares of New Mondee Common Stock that will be redeemed immediately after consummation of the Business Combination.
If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.
Q: If I am a holder of units, can I exercise redemption rights with respect to my units?
A: No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, our transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. You are requested to cause your public shares to be separated and your shares, written instructions, and other redemption forms (as applicable) delivered to Continental, our transfer agent, by 5:00 p.m., Eastern Time, on July 13, 2022 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.
 
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Q: What are the U.S. federal income tax consequences of exercising my redemption rights?
A: It is expected that a U.S. Holder that exercises its redemption rights to receive cash from the trust account in exchange for its New Mondee Common Stock received in the Domestication will generally be treated as selling such shares of New Mondee Common Stock resulting in the recognition of capital gain or capital loss. However, the U.S. federal income tax consequences of exercising your redemption rights with respect to your public ordinary shares to receive cash from the trust account in exchange for New Mondee Common Stock received in the Domestication depend on your particular facts and circumstances. It is possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of New Mondee Common Stock that you own or are deemed to own (including through the ownership of New Mondee warrants or other constructive ownership) before and after the redemption. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.”
Additionally, because the Domestication will occur prior to the redemption of any shareholder, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations-U.S. Holders”) exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations-U.S. Holders.”
All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.
Q: How do the ITHAX public warrants differ from the ITHAX private placement warrants and what are the related risks to any holders of ITHAX public warrants following the Business Combination?
A: The ITHAX private placement warrants are identical to the ITHAX public warrants in all material respects, except that the ITHAX private placement warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination and they will not be redeemable by New Mondee so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the ITHAX private placement warrants on a cashless basis. If the ITHAX private placement warrants are held by holders other than the Sponsor or its permitted transferees, the ITHAX private placement warrants will be redeemable by New Mondee in all redemption scenarios and exercisable by the holders on the same basis as the ITHAX public warrants.
Following the Business Combination, New Mondee may redeem the New Mondee warrants, other than the New Mondee warrants that were exchanged for ITHAX private placement warrants (the “New Mondee public warrants”), prior to their exercise at a time that is disadvantageous to the holder, thereby significantly impairing the value of such warrants. New Mondee will have the ability to redeem outstanding New Mondee public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the shares of New Mondee Common Stock equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrantholders. As of June 22, 2022, the trading price of the Class A ordinary shares has yet to equal or exceed the $18.00 threshold that would permit ITHAX to redeem the public warrants. New Mondee will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of New Mondee Common Stock issuable upon exercise of such warrants is effective and a current prospectus relating to those shares of New Mondee Common Stock is available throughout the 30-day redemption period. If and when the New Mondee warrants become redeemable by New Mondee, if New Mondee has elected to require the exercise of New Mondee warrants on a cashless basis, New Mondee will not redeem the warrants as described above if the issuance of shares of New Mondee Common Stock upon exercise of New Mondee warrants is not exempt from registration or qualification under applicable state securities laws or New Mondee is unable to effect such registration or qualification. Redemption of the outstanding New Mondee warrants could force you (i) to exercise your New Mondee warrants and pay the exercise price therefor
 
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at a time when it may be disadvantageous for you to do so, (ii) to sell your New Mondee warrants at the then-current market price when you might otherwise wish to hold your New Mondee warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding New Mondee warrants are called for redemption, is likely to be substantially less than the market value of your New Mondee warrants.
New Mondee may only call the New Mondee warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each registered holder pursuant to the terms of the ITHAX Warrant Agreement (as assumed by New Mondee at Closing), provided that holders will be able to exercise their New Mondee warrants prior to the time of redemption and, at New Mondee’s election, any such exercise may be required to be on a cashless basis.
Q: What happens to the funds deposited in the trust account after consummation of the Business Combination?
A: Following the closing of our initial public offering, an amount equal to $241,500,000 ($10.00 per unit) of the net proceeds from our initial public offering and the sale of the private placement units was placed into the trust account located in the United States with Continental acting as trustee. As of May 13, 2022, the record date, funds in the trust account totaled approximately $241.7 million and were invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of ITHAX’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Existing Governing Documents to modify the substance and timing of our obligation to redeem 100% of the public shares if ITHAX does not complete a business combination by February 1, 2023, or (iii) the redemption of all of the public shares if ITHAX is unable to complete a business combination by February 1, 2023 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.
Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of public shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of New Mondee following the Business Combination. See “Summary of the Proxy Statement/Prospectus-Sources and Uses of Funds for the Business Combination.”
Q: What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A: Our public shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights but if a majority of public shareholders vote “AGAINST” the Business Combination, the right to redeem may not arise. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders. However, a condition to the consummation of the Business Combination (which Mondee is entitled to waive at its sole discretion, without any other party’s approval) is that the aggregate cash proceeds available for release from the trust account (including funds from the PIPE Financing) in connection with the transactions contemplated in the Business Combination Agreement is equal to or greater than $150 million, after deducting ITHAX’s unpaid expenses.
In no event will ITHAX redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing.
Additionally, as a result of redemptions, the trading market for the New Mondee Common Stock after the Closing of the Business Combination may be less liquid than the market for the public shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for Nasdaq or another national securities exchange.
 
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Q: What conditions must be satisfied to complete the Business Combination?
A: The consummation of the Business Combination is conditioned upon, among other things, (i) approval by ITHAX’s and Mondee’s respective stockholders, (ii) the expiration or termination of the waiting period under the HSR Act and the obtaining of any consents required under antitrust laws or foreign direct investment laws in the jurisdictions specified on a schedule, (iii) no law or order enjoining or prohibiting the consummation of the Transactions being in force, (iv) receipt of approval for listing on the Nasdaq Global Market of the shares of New Mondee Common Stock to be issued in connection with the Transactions, (v) completion of the Domestication, (vi) the effectiveness of this registration statement on Form S-4, (vii) the accuracy of the parties’ respective representations and warranties (subject to specified materiality thresholds) and the material performance of the parties’ respective covenants and other obligations, (viii) no material adverse effect on Mondee having occurred, (ix) no material adverse effect on ITHAX having occurred, (x) mutual delivery of certificates between the parties, signed by officers of ITHAX and Mondee, respectively, (xi) delivery of the Registration Rights Agreement, duly executed by certain parties thereto, and (xii) solely as relates to Mondee’s obligation to consummate the Transaction, ITHAX having at least $150,000,000 of available cash at the Closing, including the proceeds of the PIPE. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated. Importantly, Mondee may, at its sole option and without any other party’s approval, waive ITHAX’s obligations to (i) have at least $150,000,000 of available cash at the Closing and (ii) forfeit 603,750 of the Class B ordinary shares (which will be converted to 603,750 shares of New Mondee Class B Common Stock in connection with the Domestication) held by the Sponsor as required by the Sponsor Support Agreement.
For more information about conditions to the consummation of the Business Combination, see “Business Combination Proposal-Conditions to Closing of the Business Combination.”
Q: When do you expect the Business Combination to be completed?
A: It is currently expected that the Business Combination will be consummated in the first half of 2022. This date depends, among other things, on the approval of the proposals to be put to ITHAX shareholders at the extraordinary general meeting. However, such extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the extraordinary general meeting and we elect to adjourn the extraordinary general meeting to a later date or dates, if necessary (i) to solicit additional proxies for the purpose of obtaining approval by the shareholders of ITHAX for each of the proposals necessary to consummate the transactions contemplated by the Business Combination Agreement, (ii) for the absence of a quorum or (iii) if the holders of the Class A ordinary shares have elected to redeem a number of Class A ordinary shares as of such time that would reasonably be expected to result in the conditions required for the closing of the Business Combination Agreement not to be satisfied; provided that, without the consent of Mondee, in no event shall the extraordinary general meeting of shareholders be adjourned to a date that is beyond the termination date of the Business Combination Agreement. For a description of the conditions for the completion of the Business Combination, see “Business Combination Proposal-Conditions to Closing of the Business Combination.”
Q: What happens if the Business Combination is not consummated?
A: ITHAX will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If ITHAX is not able to consummate the Business Combination with Mondee nor able to complete another business combination by February 1, 2023, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our
 
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remaining shareholders and the ITHAX board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws.
Q: Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?
A: Neither our shareholders nor our warrant holders have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.
Q: What do I need to do now?
A: You should read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and consider how the Business Combination will affect you as a shareholder and/or warrant holder. Our shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q: How do I vote?
A: If you are a holder of record of ordinary shares on the record date for the extraordinary general meeting, you may vote in person virtually at the extraordinary general meeting, or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy cards, as applicable, in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to virtually attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.
Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A: No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee.
Q: When and where will the extraordinary general meeting be held?
A: The extraordinary general meeting will be held at 11:00 am, Eastern Time, on July 15, 2022, at the offices of Reed Smith LLP, ITHAX’s U.S. counsel, located at 599 Lexington Avenue, 22nd Floor, New York, New York 10022, and virtually live via webcast at https://www.cstproxy.com/ithaxacquisitioncorp/2022, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals. If you would like to attend the extraordinary general meeting in person, you must reserve your attendance at least two business days in advance of the extraordinary general meeting by contacting our U.S. counsel, Reed Smith LLP, at 599 Lexington Avenue, 22nd Floor, New York, NY 10022, via an email to ITHAXshareholdermeeting@reedsmith.com.
Q: How will the COVID-19 pandemic impact in-person voting at the General Meeting?
A: We intend to hold the extraordinary general meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health
 
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officials may issue in light of the evolving coronavirus (“COVID-19”) situation. As a result, we may impose additional procedures or limitations on meeting attendees. We plan to announce any such updates in a press release filed with the SEC and on our proxy website at https://www.cstproxy.com/ithaxacquisitioncorp/2022, and we encourage you to check this website prior to the meeting if you plan to attend.
If you would like to attend the extraordinary general meeting in person, you must reserve your attendance at least two business days in advance of the extraordinary general meeting by contacting our U.S. counsel, Reed Smith LLP, at 599 Lexington Avenue, 22nd Floor, New York, NY 10022, via an email to ITHAXshareholdermeeting@reedsmith.com. Reservations will be accepted in the order in which they are received.
For security reasons, be prepared to show a form of government-issued photo identification upon arrival. If you do not reserve your attendance in advance, you will be admitted only if space is available and you provide photo identification and satisfactory evidence that you were a shareholder as of the record date.
Q: How do I attend a virtual meeting?
A: As a registered shareholder, you will receive the proxy card from Continental. The form contains instructions on how to attend the virtual meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or e-mail address below. Continental support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
You can pre-register to attend the virtual meeting starting at 12:00 p.m., Eastern Time, on July 11, 2022. Enter the URL address https://www.cstproxy.com/ithaxacquisitioncorp/2022 into your browser, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting.
Beneficial owners, who own their investments through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, Continental will issue you a guest control number with proof of ownership. Either way you must contact Continental specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.
If you do not have internet capabilities, you can listen only to the meeting by dialing 1 800-450-7155 (toll-free) within the United States and Canada or +1 857-999-9155 (standard rates apply) outside of the United States and Canada and, when prompted, entering the pin number 8575232#. This is listen-in only; you will not be able to vote or enter questions during the meeting.
Q: What impact will the COVID-19 Pandemic have on the Business Combination?
A: Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the coronavirus outbreak on the business of ITHAX and Mondee, and there is no guarantee that efforts by ITHAX and Mondee to address the adverse impacts of the coronavirus will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information, which may emerge concerning the severity of the coronavirus and actions taken to contain the coronavirus or its impact, among others. If ITHAX or Mondee are unable to recover from a business disruption on a timely basis, the Business Combination and New Mondee’s business, financial condition and results of operations following the completion of the Business Combination would be adversely affected. The Business Combination may also be delayed and adversely affected by the coronavirus outbreak and become more costly. Each of ITHAX and Mondee may also incur additional costs to remedy damages caused by any such disruptions, which could adversely affect its financial condition and results of operations.
Q: Who is entitled to vote at the extraordinary general meeting?
A: We have fixed May 13, 2022 as the record date for the extraordinary general meeting. If you were a shareholder of ITHAX at the close of business on the record date, you are entitled to vote on matters that
 
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come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he, she or they is present in person or is represented by proxy at the extraordinary general meeting.
Q: How many votes do I have?
A: ITHAX shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 24,825,000 Class A ordinary shares issued and outstanding and 6,037,500 Class B ordinary shares issued and outstanding. All of the Class B ordinary shares are held by the Initial Shareholders.
Q: What constitutes a quorum?
A: A quorum of ITHAX shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 15,431,251 ordinary shares would be required to achieve a quorum for each proposal contained in this proxy statement.
Q: What vote is required to approve each proposal at the extraordinary general meeting?
A: The following votes are required for each proposal at the extraordinary general meeting:

Business Combination Proposal:   The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Domestication Proposal:   The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Proposed Charter and Bylaws Proposal:   The approval of the Proposed Charter and Bylaws Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting vote at the extraordinary general meeting.

Advisory Governing Documents Proposals:   The separate approval of each of the Governing Documents Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Nasdaq Proposal:   The approval of the Nasdaq Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Director Election Proposal:   The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Equity Incentive Plan Proposal:   The approval of the Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Employee Stock Purchase Plan Proposal:   The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote
 
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of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Adjournment Proposal:   The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting, vote at the extraordinary general meeting.
As of the record date, ITHAX had 30,862,500 ordinary shares issued and outstanding, of which 24,825,000 were Class A ordinary shares and 6,037,500 were Class B ordinary shares. ITHAX shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date.
Assuming all holders that are entitled to vote on such matter vote all of their ordinary shares in person or by proxy, 15,431,251 shares will need to be voted in favor of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal in order to approve each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal.
Of these 15,431,251 shares, 6,502,500 ordinary shares (comprised of 465,000 Class A ordinary shares and 6,037,500 Class B ordinary shares) are held by the Initial Shareholders, and each of the Initial Shareholders have agreed to vote all of their ordinary shares in favor of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal. As a result, assuming all holders that are entitled to vote on such matters vote all of their ordinary shares in person or by proxy, 8,928,751 (or 28.93%) of the shares not held by the Initial Shareholders need to be voted in favor to approve each of the foregoing proposals.
Assuming all holders that are entitled to vote on such matter vote all of their ordinary shares in person or by proxy, 15,431,251 shares will need to be voted in favor of the Proposed Charter and Bylaws Proposal and the Domestication Proposal in order to approve the Proposed Charter and Bylaws Proposal and the Domestication Proposal. Of these 15,431,251 shares, 6,502,500 ordinary shares (comprised of 465,000 Class A ordinary share and 6,037,500 Class B ordinary shares) are held by the Initial Shareholders, each of whom has agreed to vote all of their ordinary shares in favor of the Proposed Charter and Bylaws Proposal and the Domestication Proposal. As a result, assuming all holders that are entitled to vote on such matter vote all of their ordinary shares in person or by proxy, 14,072,500 (or 45.6%) of the shares not held by the Initial Shareholders need to be voted in favor to approve the foregoing proposals.
Q: What are the recommendations of the ITHAX Board?
A: The ITHAX Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of ITHAX and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Proposed Charter and Bylaws Proposal, “FOR” the Advisory Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Director Election Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.
The existence of financial and personal interests of one or more of ITHAX’s directors results in conflicts of interest on the part of such director(s) between what he or they may believe is in the best interests of ITHAX and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor and ITHAX’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal-Interests of ITHAX’s Sponsor, Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
 
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Q: How do Sponsor and the other Initial Shareholders intend to vote their shares?
A: Unlike some other blank check companies in which the Initial Shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Initial Shareholders have agreed to vote all of their shares in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 21.1% of the issued and outstanding ordinary shares.
At any time at or prior to the Business Combination, the Initial Shareholders, Mondee and/or their directors, officers, advisors or respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. The above-described activity could be especially prevalent in and around the time of Closing. The purpose of such transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (ii) the Domestication Proposal, the Proposed Charter and Bylaws Proposal are approved by the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (iii) otherwise limit the number of public shares electing to redeem and (iv) New Mondee’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing.
Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she or they own, either at or prior to the Business Combination.
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Entering into the transactions described above would allow the Initial Shareholders, Mondee or their directors, officers, advisors or respective affiliates to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into by any of the aforementioned persons.
Q: What happens if I sell my shares before the extraordinary general meeting?
A: The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, you will retain your right to vote at such general meeting unless you grant a proxy to the transferee.
Q: May I change my vote after I have mailed my signed proxy card?
A: Yes. Shareholders may send a later-dated, signed proxy card to both our (i) chief executive officer, Orestes Fintiklis at 555 Madison Avenue, Suite 11A, New York, NY 10022, and (ii) proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902 so that it is received by our chief executive officer and our proxy solicitor prior to the vote at the extraordinary general meeting (which is scheduled to take place on July 15, 2022) or attend the extraordinary general meeting in person and vote. Shareholders may also revoke their proxy by sending a notice of revocation to our chief executive officer and to Morrow Sodali LLC, which must be received by our secretary prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
 
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Q: What happens if I fail to take any action with respect to the extraordinary general meeting?
A: If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder and/or warrant holder of New Mondee. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of ITHAX. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.
Q: What should I do with my share certificates, warrant certificates or unit certificates?
A: Our shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental, ITHAX’s transfer agent, prior to the extraordinary general meeting.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on July 13, 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Our warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.
Upon the Domestication and the First Effective Time (as applicable), holders of ITHAX units, Class A ordinary shares, Class B ordinary shares and warrants will receive shares of New Mondee Common Stock and New Mondee warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their units, Class A ordinary shares (unless such holder elects to redeem the public shares in accordance with the procedures set forth above), Class B ordinary shares or warrants.
Q: What should I do if I receive more than one set of voting materials?
A: Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.
Q: Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?
A: ITHAX will pay the cost of soliciting proxies for the extraordinary general meeting. ITHAX has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the extraordinary general meeting. ITHAX has agreed to pay Morrow Sodali LLC a fee of $30,000, plus disbursements, and will reimburse Morrow Sodali LLC for its reasonable out-of-pocket expenses and indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. ITHAX will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. ITHAX’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q: Where can I find the voting results of the extraordinary general meeting?
A: The preliminary voting results will be announced at the extraordinary general meeting. ITHAX will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.
 
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Q: Who can help answer my questions?
A: If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: ITHX.info@investor.morrowsodali.com
You may also obtain additional information about ITHAX from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your shares, written instructions, and other redemption forms (as applicable) (either physically or electronically) to Continental, ITHAX’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your shares, written instructions, and other redemption forms (as applicable), please contact:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section entitled “Business Combination Proposal-The Business Combination Agreement.”
The Parties to the Business Combination
ITHAX
ITHAX is a blank check company that was incorporated on October 2, 2020, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Based on ITHAX’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.
On February 1, 2021, ITHAX consummated an initial public offering of 24,150,000 units at an offering price of $10.00 per unit, and a private placement with Sponsor and Cantor of 675,000 private placement units at an offering price of $10.00 per unit. Each unit sold in the initial public offering consists of one Class A ordinary share and one-half of one redeemable warrant.
Following the closing of ITHAX’s initial public offering, an amount equal to $241,500,000 of the net proceeds from ITHAX’s initial public offering and the sale of the private placement units was placed in the trust account. The trust account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government obligations. As of May 13, 2022, the record date, funds in the trust account totaled $241,707,723.58. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of ITHAX’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Existing Governing Documents to modify the substance and timing of our obligation to redeem 100% of the public shares if ITHAX does not complete a business combination by February 1, 2023, or (iii) the redemption of all of the public shares if ITHAX is unable to complete a business combination by February 1, 2023 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.
ITHAX’s units, public shares and public warrants are currently listed on Nasdaq under the symbols “ITHXU,” “ITHX” and “ITHXW,” respectively.
ITHAX’s principal executive office is located at 555 Madison Avenue, Suite 11A, New York, NY 10022 and our telephone number is (212) 792-0253. ITHAX’s corporate website address is https://ithaxacquisitioncorp.com. ITHAX’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.
Mondee
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 seamlessly enable travel transactions to better serve travelers directly or through travel affiliates. Mondee’s platforms currently provide over 50,000 travel affiliates and millions of consumers with modern applications and efficient operating systems, which access differentiated travel inventory. This travel inventory is among the industry’s broadest, covering network and low-cost air carriers,
 
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a broad spectrum of accommodations including hotels, ground transportation and ancillary products such as travel insurance, much of it at directly negotiated rates. The feature-rich platforms provide all modern consumer engagement services such as conversational commerce, seamless connectivity and 24/7 assistance, as well as operating systems with full financial technology, insurance and marketing technology services built in.
Mondee has scaled its business rapidly by adding a large base of travel agent customers and extensive private fare content to its modern technology platforms through a series of acquisitions. Since its inception, Mondee made fourteen accretive business acquisitions, including four large North American, EMEA and Asian market ticket consolidators. Mondee expanded the travel content available on its platform by entering further relationships with other travel market suppliers, including network airlines, low-cost carriers, hotel aggregators and lodging properties, creating an efficient global travel marketplace. This technology led enhancement and scaling of its platforms accelerated Mondee’s growth in global markets, customer reach, revenue and profit. The company is also well positioned for the growth of the gig economy and work-from-anywhere lifestyle, with its subscription based self-service applications backed by 24/7 support services.
Mondee’s principal executive office is located currently at 951 Mariners Island Blvd., Ste 130, San Mateo, CA 94404. The company is in the process of moving its headquarters to Austin, Texas. Mondee’s telephone number is (650) 646-3320. For additional information, see “Business of Mondee”.
First Merger Sub
Ithax Merger Sub I, LLC (“First Merger Sub”) is a Delaware limited liability company and a wholly owned subsidiary of ITHAX. First Merger Sub does not own any material assets or operate any business.
Second Merger Sub
Ithax Merger Sub II, LLC (“Second Merger Sub”) is a Delaware limited liability company and a wholly owned subsidiary of ITHAX. Second Merger Sub does not own any material assets or operate any business.
Organizational Structure
The following diagram shows the current ownership structure of ITHAX.
[MISSING IMAGE: tm221991d10-fc_ithaxbw.jpg]
(1)
For information about the ownership interests of the Initial Shareholders, including the Sponsor, prior to the Business Combination, see the section entitled “Beneficial Ownership of Securities
 
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The following diagram shows the current ownership structure of Mondee.
[MISSING IMAGE: tm221991d10-fc_strumonbw.jpg]
(1)
Prasad Gundumogula and his wife are the only directors of Mondee Holdings LLC. In addition, Mr. Gundumogula beneficially owns the requisite number of units of Mondee Holdings LLC required to approve transactions other than related party transactions between Mr. Gundumogula and Mondee Holdings LLC. As such, Mr. Gundumogula has voting and investment discretion with respect to the ordinary shares held of record by the Mondee Holdings LLC and may be deemed to have shared beneficial ownership of the ordinary shares held directly by Mondee Holdings LLC.
The following diagram illustrates the ownership percentages and structuring of New Mondee following the Business Combination (1) without giving effect to (a) any issuance of Earn Out Shares, (b) an aggregate of 331,600 of shares of New Mondee Common Stock issuable upon the Closing to certain executive officers of Mondee, or (c) shares pursuant to the Employee Stock Purchase Plan (2) no conversion of any ITHAX Warrants and (3) assuming no redemptions of ITHAX Class A ordinary shares.
[MISSING IMAGE: tm221991d15-fc_busicombw.jpg]
(1)
Prasad Gundumogula and his wife are the only directors of Mondee Holdings LLC. In addition, Mr. Gundumogula beneficially owns the requisite number of units of Mondee Holdings LLC required to approve transactions other than related party transactions between Mr. Gundumogula and Mondee Holdings LLC. As such, Mr. Gundumogula has voting and investment discretion with respect to the ordinary shares held of record by the Mondee Holdings LLC and may be deemed to have shared beneficial ownership of the ordinary shares held directly by Mondee Holdings LLC.
(2)
The aggregate number of shares held by Mondee Holdings LLC also includes up to 2,218,100 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 the proxy statement/prospectus and “Certain Relationships and Related Person Transactions — Mondee — Mondee Group Note.”
 
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Proposals to be Put to the Shareholders of ITHAX at the Extraordinary General Meeting
The following is a summary of the proposals to be put to the extraordinary general meeting of ITHAX and certain transactions contemplated by the Business Combination Agreement. Each of the proposals below, except the Director Election Proposal, Adjournment Proposal and the Advisory Governing Documents Proposals, is cross-conditioned on the approval of each other proposal. The Advisory Governing Documents Proposals are non-binding advisory proposals that are not conditions precedent to the consummation of the Business Combination and a vote against the Advisory Governing Documents Proposals will have no impact on the provisions of the Proposed Charter or the Proposed Bylaws of New Mondee. The approval of neither the Director Election Proposal nor the Adjournment Proposal is either a condition precedent to the consummation of the Business Combination or conditioned upon the approval of any other proposal. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.
Business Combination Proposal
As discussed in this proxy statement/prospectus, ITHAX is asking its shareholders to approve by ordinary resolution the Business Combination Agreement, pursuant to which ITHAX will become a Delaware corporation (the “Domestication”) and the parties will enter into a business combination transaction (together with the Domestication, the “Business Combination”) by which (i) First Merger Sub will merge with and into Mondee, with Mondee being the surviving entity in the merger (the “First Merger”), and (ii) immediately following the First Merger, Mondee will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions” and the closing of the Transactions, the “Closing”). In connection with the Closing, ITHAX will change its name to “Mondee Holdings, Inc.”
After consideration of the factors identified and discussed in the section entitled “Business Combination Proposal-The ITHAX Board’s Reasons for the Business Combination,” the ITHAX Board concluded that the Business Combination satisfies its investment criteria, as more fully disclosed in the prospectus for ITHAX’s initial public offering, including that the businesses of Mondee had a fair market value of at least 80% of the balance of the funds in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of execution of the Business Combination Agreement. For more information about the transactions contemplated by the Business Combination Agreement, see “Business Combination Proposal.”
Consideration to Mondee Stockholder in the Business Combination
In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the First Effective Time, all shares common stock of Mondee outstanding as of immediately prior to the First Effective Time shall be cancelled and automatically converted into the right to receive an aggregate of 60,800,000 shares of New Mondee Common Stock (the “Merger Consideration”). Upon the closing of the Business Combination, Prasad Gundumogula, who will serve as New Mondee’s Chief Executive Officer, will have voting control over 63% of the shares of New Mondee Common Stock, through his control of Mondee Holdings, LLC, the sole holder of capital stock of Mondee. For further details, see “Business Combination Proposal-Consideration to Mondee Stockholder in the Business Combination.”
Domestication Proposal
As discussed in this proxy statement/prospectus, ITHAX will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Business Combination Agreement, the ITHAX board has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved, will authorize a change of ITHAX’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while ITHAX is currently incorporated as an exempted company under the Cayman Islands Companies Act, upon Domestication, New Mondee will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as the Existing Governing Documents and the Interim Charter. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders at least two-thirds (2/3) of the votes cast by the holders of the issued
 
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ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Under the terms of the Existing Governing Documents, only the holders of Class B ordinary shares are entitled to vote on the election of directors to the ITHAX board. Therefore, only holders of the Class B ordinary shares will vote on the Director Election Proposal at the extraordinary general meeting. Holders of Class B ordinary shares and Class A ordinary shares shall have one vote per share on all other proposals. Accordingly, we encourage shareholders to carefully consult the information set out below under “Comparison of Shareholder Rights under the Applicable Organizational Documents Before and After the Domestication.” For further details, see “Domestication Proposal”, “The Proposed Charter and Bylaws Proposal,” and “Advisory Governing Documents Proposals.”
The Proposed Charter and Bylaws Proposal
ITHAX will ask its shareholders to approve by special resolution the Proposed Charter and Proposed Bylaws. The Proposed Charter and the Proposed Bylaws were negotiated as part of the Business Combination. If each of the Condition Precedent Proposals are approved and the Business Combination is to be consummated, ITHAX will replace the Interim Charter, with the Proposed Charter and the Proposed Bylaws (the Proposed Charter together with the Proposed Bylaws, the “Proposed Governing Documents”) of New Mondee, in each case, under the DGCL. The ITHAX Board’s specific reasons for the Advisory Governing Documents Proposals are set forth in the section “Advisory Governing Documents Proposals.
The Advisory Governing Documents Proposals
ITHAX will ask its shareholders to approve by ordinary resolution a proposal, on a non-binding advisory basis, in connection with the replacement of the Existing Governing Documents, under Cayman Islands law, with the Proposed Governing Documents, under the DGCL. The ITHAX Board has unanimously approved the Advisory Governing Documents Proposals and believes such proposal is necessary to adequately address the needs of New Mondee after the Business Combination. The Advisory Governing Documents Proposals are being presented in accordance with the requirements of the SEC. The Advisory Governing Documents Proposals are non-binding advisory proposals that are not conditions precedent to the consummation of the Business Combination and a vote against will have no impact on the provisions of the Proposed Charter or Proposed Bylaws of New Mondee. Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, ITHAX and Mondee may agree that the Proposed Charter and Proposed Bylaws, in the form set forth on Annex B and Annex C, will take effect at consummation of the Business Combination and Domestication, assuming adoption of the Proposed Charter and Bylaws Proposal.
A brief summary of each of the Governing Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Governing Documents.
Existing Governing Documents
Proposed Governing Documents
Authorized Shares
(Advisory Governing Documents Proposal A)
The share capital under the Existing Governing Documents is US$111,000 divided into 100,000,000 Class A ordinary shares of US$0.001 each, 10,000,000 Class B ordinary shares of US$0.001 and 1,000,000 preference shares of US$0.001 each.
See paragraph 8 of the Memorandum of Association.
The Proposed Governing Documents authorize 1,000,000,000 shares of New Mondee stock divided into 750,000,000 shares of New Mondee Common Stock, having a par value of $0.0001 per share, and 250,000,000 shares of New Mondee Preferred Stock, having a par value of $0.0001 per share. The New Mondee Common Stock will consist of two classes: 500,000,000 shares of Class A Common Stock and 250,000,000 shares of Class C Common Stock.
See Article IV of the Proposed Charter.
 
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Existing Governing Documents
Proposed Governing Documents
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent
(Advisory Governing Documents Proposal B)
The Existing Governing Documents authorize the issuance of an unlimited number of authorized and outstanding preference shares with par value US$0.001 per share and with such designation, rights and preferences as may be determined from time to time by the ITHAX Board. Accordingly, the ITHAX Board is empowered under the Existing Governing Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares.
See paragraph 8 of our Memorandum of Association and Article 2 of our Articles of Association.
The Proposed Governing Documents authorize the board of directors to issue all or any shares of New Mondee Preferred Stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the board of directors may determine.
See Article V subsection B of the Proposed Charter.
Shareholder/Stockholder Written Consent In Lieu of a Meeting
(Advisory Governing Documents Proposal C)
The Existing Governing Documents provide that resolutions may be passed by a vote in person, by proxy at a general meeting, or by unanimous written resolution.
See Article 1 of our Articles of Association.
The Proposed Governing Documents allow stockholders to vote in person or by proxy at a meeting of stockholders, but prohibit the ability of stockholders to act by written consent in lieu of a meeting (except that holders of New Mondee Preferred Stock may take action without a meeting to the extent expressly so provided in the applicable certificate of designation relating to such series of New Mondee Preferred Stock).
See Article VII subsection A of the Proposed Charter and Article II of the Proposed Bylaws.
Corporate Name
(Advisory Governing Documents Proposal D)
The Existing Governing Documents provide the name of the company is “ITHAX Acquisition Corp.”
See paragraph 1 of our Memorandum of Association.
The Proposed Governing Documents will provide that the name of the corporation will be “Mondee Holdings, Inc.”
See Article I of the Proposed Charter.
 
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Existing Governing Documents
Proposed Governing Documents
Perpetual Existence
(Advisory Governing Documents Proposal D)
The Existing Governing Documents provide that if we do not consummate a Business Combination (as defined in the Existing Governing Documents) by February 1, 2023 (the date that is 24 months after the closing of ITHAX’s initial public offering), ITHAX will cease all operations except for the purposes of winding up and will redeem the shares issued in ITHAX’s initial public offering and liquidate its trust account.
See Article 36 of our Articles of Association.
The Proposed Governing Documents do not include any provisions relating to New Mondee’s ongoing existence; the default under the DGCL will make New Mondee’s existence perpetual.
This is the default rule under the DGCL.
Exclusive Forum
(Advisory Governing Documents Proposal D)
The Existing Governing Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.
The Proposed Governing Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the United States federal district courts as the exclusive forum for litigation arising out of the Securities Act.
See Article XI of the Proposed Charter.
Provisions Related to Status as Blank Check Company
(Advisory Governing Documents Proposal D)
The Existing Governing Documents set forth various provisions related to our status as a blank check company prior to the consummation of a Business Combination (as defined in the Existing Governing Documents).
See Article 36 of our Articles of Association.
The Proposed Governing Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time.
Takeovers by Interested Stockholders
(Advisory Governing Documents Proposal E)
The Existing Governing Documents do not provide restrictions on takeovers of ITHAX by a related shareholder following a business combination.
The Proposed Governing Documents provide that New Mondee will not be governed by Section 203 of the DGCL.
See Article IX of the Proposed Charter.
The Proposed Governing Documents differ in certain material respects from the Existing Governing Documents, and we encourage shareholders to carefully consult the information set out in the section entitled “Advisory Governing Documents Proposals” and the full text of the Proposed Governing Documents of New Mondee, attached hereto as Annexes B and C.
Nasdaq Proposal
Our shareholders are also being asked to approve, by ordinary resolution, the Nasdaq Proposal. Our units, public shares and public warrants are listed on Nasdaq and, as such, we are seeking shareholder approval for issuance of the New Mondee Common Stock in connection with the Business Combination and the PIPE Financing pursuant to Nasdaq Listing Rule 5635. For additional information, see “Nasdaq Proposal.”
 
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Director Election Proposal
Our shareholders are also being asked to approve, by ordinary resolution, the Director Election Proposal. Under the terms of our amended and restated memorandum and articles of association, only the holders of ITHAX Class B ordinary shares are entitled to vote on the election of directors to the ITHAX board. Pursuant to the Sponsor Support Agreement, the Sponsor agreed to vote all of the ITHAX Class B ordinary shares held by it in favor of the Business Combination Agreement and the transactions contemplated thereby. In addition, pursuant to the ITHAX Letter Agreement, the Initial Shareholders (including the Sponsor), agreed to vote all ordinary shares, including Class B ordinary shares, held by them in favor of the Business Combination Agreement and the transactions contemplated thereby. Therefore, the Director Election Proposal is expected to be approved by the Initial Shareholders at the extraordinary general meeting. Upon the consummation of the Business Combination, the New Mondee Board will consist of the individuals as listed in the section titled “Management of New Mondee Following the Business Combination,” subject to Nasdaq requirements.
For additional information on the proposed directors, see “Director Election Proposal.”
Equity Incentive Plan Proposal
Our shareholders are also being asked to approve, by ordinary resolution, the Equity Incentive Plan Proposal. Pursuant to the 2022 Plan, a number of shares of New Mondee Common Stock equal to 10% of the shares of New Mondee Common Stock that are outstanding on a fully-diluted basis as of the date immediately following the consummation of the Business Combination will be reserved for issuance under the 2022 Plan. For additional information, see “Equity Incentive Plan Proposal.” The full text of the 2022 Plan is attached hereto as Annex D.
Employee Stock Purchase Plan Proposal
Our shareholders are also being asked to approve, by ordinary resolution, the Employee Stock Purchase Plan Proposal. A total of 2% of the post-closing outstanding shares of New Mondee Common Stock will be reserved for issuance under the Employee Stock Purchase Plan. For additional information, see “Employee Stock Purchase Plan Proposal.” The full text of the Employee Stock Purchase Plan is attached hereto as Annex E.
Adjournment Proposal
If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize ITHAX to consummate the Business Combination, the ITHAX Board may submit a proposal to adjourn the extraordinary general meeting to a later date or dates to consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates. For additional information, see “Adjournment Proposal.”
Each of the Business Combination Proposal, the Domestication Proposal, the Proposed Charter and Bylaws Proposal, the Nasdaq Proposal, the Incentive Award Plan Proposal and the Employee Stock Purchase Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Governing Documents Proposals are non-binding advisory proposals that are not conditions precedent to the consummation of the Business Combination and a vote against will have no impact on the provisions of the Proposed Charter or the Proposed Bylaws of New Mondee. The approval of neither the Director Election Proposal nor the Adjournment Proposal is either a condition precedent to the consummation of the Business Combination or conditioned upon the approval of any other proposal.
The ITHAX Board’s Reasons for the Business Combination
The ITHAX Board, in evaluating the Transactions, consulted with ITHAX’s management and its legal and financial advisors. The ITHAX Board unanimously (i) resolved that it is in the best interests of ITHAX and its shareholders, and declared it advisable, to enter into the Business Combination Agreement, (ii) approved the Business Combination Agreement and the Transactions, including the Business Combination, on the terms and subject to the conditions of the Business Combination Agreement, and
 
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(iii) recommended that the Business Combination be adopted by ITHAX’s shareholders. The ITHAX Board considered and evaluated a number of factors, including the factors discussed below. The ITHAX Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The ITHAX Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of ITHAX’s reasons for the Transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”
The ITHAX Board considered a number of factors pertaining to the Transactions as generally supporting its decision to enter into the Business Combination Agreement and the related agreements and the Transactions, including the following material factors:

Proven Business Model.    The ITHAX Board noted that Mondee had a proven business model with transaction volume in excess of $3 billion in 2019 from more than 50,000 customers, mostly procured through its agreements with over 500 airline suppliers. In addition, the Board noted that while transaction volumes and revenues had declined materially during the COVID-19 pandemic years of 2020 and 2021, the Net Revenue of the business had recovered from $66 million in 2020 to $93 million in 2021.

High-Growth Company.   The ITHAX Board noted that in addition to proven business model, Mondee is a high growth company with approximately 40% organic year-on-year increase in Net Revenue in accordance with GAAP from 2015 – 2019 (compound annual growth rate, CAGR). While the travel market and Mondee’s growth performance and record were interrupted by the impact of the global COVID-19 pandemic for the years 2020 and 2021, there is a market consensus that the global travel business will recover to prepandemic levels by 2023, with which management concurs and is seeing evidence, consequently we believe these two years to be extraordinary periods and results. On a comparable accounting basis the company’s Net Revenues declined from 2019 to 2020 by 29% to $66 million, and began recovering from 2020 to 2021 by 42% to $93 million. Accordingly, the ITHAX Board concluded that Mondee’s business model is very much in line with recent travel trends and may benefit from a post-pandemic recovery of the travel market.

Competitive Advantages.   The ITHAX Board noted that the networks that Mondee has created in relation to content, technology and distribution have led to the company substantially increasing its market share in the past few years and are not only shielding the company with high barriers to entry but could also act as drivers to further future growth

Strong M&A Pipeline.   The ITHAX Board noted that Mondee has a track record of mergers and acquisitions (“M&A”) including the integration of 14 businesses into the Mondee eco-system as well as a healthy pipeline of future acquisitions. Moreover, as a working M&A platform, Mondee would benefit from being a public company with the potential ability to use its listed securities as a currency in future M&A.

Committed Management Team.   The ITHAX Board noted that Mondee has a committed, experienced and talented management team, whose interests are aligned to those of the ITHAX shareholders. This alignment is further strengthened due to the agreed earn-out structure with Mondee’s management and existing shareholders.

Attractive Valuation.   The ITHAX Board noted that the agreed valuation appears to be at a substantial discount to publicly traded comparables, which have historical organic and in-organic growth (2015 – 2019) substantially lower to that of Mondee.

Poised for Recovery.   The ITHAX Board noted that the exposure of Mondee is mostly to leisure travel, which is expected to recover faster than business travel.

Diversified Suppliers and Customers.   The ITHAX Board further noted that the company does not have any excessive reliance on any one customer or supplier, thus reducing this risk in that regard.
The ITHAX Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including the following:
 
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Slow Post-Pandemic Recovery The risk that COVID-19 pandemic recovery may take longer to materialize with possible negative impact and pro-longed instability as a result of new variants such as delta and more recently omicron.

Historical Losses and Negative Cash Flows. The ITHAX Board noted that the Company had losses and negative cash flows in prior periods, in part driven by the impacts of the COVID-19 pandemic. The COVID-19 pandemic has had, and may continue to have, a material adverse impact on the travel industry, which could materially affect the Company's business, liquidity, financial condition and operating results. The Company’s liquidity and ongoing access to capital could be materially and negatively affected. During ITHAX’s due diligence process, the ITHAX Board reviewed the Company’s operational, financial and growth performance before the impacts of COVID-19, as well as in the years ending December 31, 2020 and December 31, 2021, which were significantly impacted by COVID-19. The ITHAX Board believes that as the effects of the COVID-19 pandemic begin to subside, and as the travel industry recovers, the Company is again well positioned to drive positive revenue growth, profitability, and positive cash flows.

Significant Reliance on Key Management Team.   The risk that the performance of the company is reliant on the skills of a small group of management team members. However, the ITHAX Board believes that other factors help to mitigate this risk, such as management’s continued apposition as a substantial shareholder of the company and the negotiated earn-out structure, which further aligns the interests of management with those of the shareholders of the combined entity.

Increased SPAC Redemptions.   The risk that growing number of redemptions are becoming a feature of the SPAC (as defined below) market that may cause ITHAX to fail to satisfy the closing condition of having available cash equaling at least of $150 million. However, the ITHAX Board believes this risk to be minimized by the existence of a $50 million PIPE Financing as well as the attempts of ITHAX and Mondee management to educate the investor community of the strengths of Mondee as a company and the attractiveness of the Business Combination valuation.

New Product Execution Risk.   There is a risk that the implementation of Mondee’s organic initiatives and the launch of new products, such as Tripplanet and Unpub, will not be as successful as Mondee’s management anticipates. However, the ITHAX Board believes these execution risks are minimized by the prior experience of Mondee’s management team in the sector.

Failure to Implement M&A Strategy.   The risk that due to changing market conditions or other factors the company may not be able to execute its M&A strategy at the valuations currently anticipated. The ITHAX Board believes the prior experience of management in executing an accretive M&A strategy mitigates this risk.

Comparable Valuation Risk.   The risk that the valuations of comparable public companies may suffer because of market conditions including the pro-longed impact of the pandemic. The ITHAX Board believes this risk is mitigated by the size of the discount that has been factored in the transaction valuation.

Increased Labor Costs.   The risk that labor costs may increase because of wage-inflation in the United States. The ITHAX Board believes this risk is mitigated by the fact that a large part of the research and development and back office is executed overseas in lower costs jurisdictions such as India.

Other risks.   Various other risks associated with the Business Combination, the business of Mondee, and ownership of New Mondee’s shares described under the section titled “Risk Factors.”
In addition to considering the factors described above, the ITHAX Board also considered that the officers and directors of ITHAX, as well as the Sponsor and its affiliates, may have interests in the Transactions that are in addition to, and that may be different from, the interests of ITHAX’s shareholders, including the fact that the Initial Shareholders may experience a positive rate of return on their investment, even if ITHAX’s public shareholders experience a negative rate of return on their investment, due to having purchased the Class B ordinary shares for approximately $0.005 per share (see section entitled “Business Combination Proposal-Interests of ITHAX’s Sponsor, Directors and Executive Officers in the Business Combination”). ITHAX’s independent directors reviewed and considered these interests during the negotiation
 
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of the Transactions and in evaluating and unanimously approving, as members of the ITHAX Board, the Business Combination Agreement and the Transactions.
The ITHAX Board concluded that the potential benefits that it expected ITHAX and its shareholders to achieve as a result of the Transactions outweighed the potentially negative factors associated with the Transactions. The ITHAX Board also noted that the ITHAX shareholders would have a substantial economic interest in New Mondee (depending on the level of ITHAX shareholders that sought redemption of their public shares for cash). Accordingly, the ITHAX Board determined that the Business Combination Agreement, the Business Combination, the Domestication and the other transactions contemplated by the Business Combination Agreement, were advisable and in the best interests of ITHAX.
For more information about the ITHAX Board’s decision-making process concerning the Business Combination, please see the section entitled “Business Combination Proposal-the ITHAX Board’s Reasons for the Business Combination.”
Related Agreements
This section describes certain additional agreements entered into or to be entered into in connection with the Business Combination Agreement. For additional information, see “Business Combination Proposal-Related Agreements.”
PIPE Financing
Concurrently with the execution of the Business Combination Agreement, ITHAX entered into Subscription Agreements (the “Subscription Agreements”) with certain “qualified institutional buyers” ​(as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and accredited investors (together, the “Initial PIPE Investors”), pursuant to which the Initial PIPE Investors have agreed to subscribe for and purchase, and ITHAX has agreed to issue and sell to the Initial PIPE Investors, an aggregate of 5,000,000 shares of New Mondee Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $50,000,000 (the “Initial PIPE Investment”). Subsequently, on April 21, 2022, ITHAX entered into a Subscription Agreement with an additional investor (the “Additional PIPE Investor” together with the Initial PIPE Investors the “PIPE Investors”) pursuant to which the Additional PIPE Investor agreed to subscribe for and purchase, and ITHAX has agreed to issue and sell to the AdditionalPIPE Investor, 2,000,000 shares of New Mondee Common Stock at a price of $10.00 per share, for gross proceeds of $20,000,000 (the “Additional PIPE Investment”). The aggregate gross proceeds to New Mondee from the Initial PIPE Investment and the Additional PIPE Investment are expected to equal $70,000,000 (the “PIPE Financing”). The offer and sale of the shares of New Mondee Common Stock to be issued in the PIPE Financing pursuant to the Subscription Agreements has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ITHAX will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is to be consummated immediately prior to the First Effective Time and is contingent upon, among other things, the substantially concurrent Closing of the Transactions. For additional information, see “Business Combination Proposal-Related Agreements-PIPE Financing.
Registration Rights Agreement
Concurrently with the Closing of the Transactions, New Mondee, Sponsor, certain former stockholders of Mondee and certain other persons will enter into a registration rights agreement, the form of which is attached to this proxy statement/prospectus as Annex G (the “Registration Rights Agreement”), which will become effective at the Closing, pursuant to which, among other things, the parties thereto have been granted certain customary registration rights with respect to their respective shares of New Mondee Common Stock. An aggregate of 74,300,000 shares of New Mondee Common Stock are subject to resale registration rights. Such shares include (i) the 7,000,000 PIPE Shares; (ii) up to 60,800,000 Merger Consideration shares; and (iii) an aggregate of up to 6,500,000 Earn-Out Shares. Pursuant to the Registration Rights Agreement, New Mondee will agree that, within thirty (30) calendar days after the Closing, will file with the SEC (at its sole cost and expense) a registration statement registering the resale of the Registrable Securities (the “Resale Registration Statement”), and New Mondee will use its commercially reasonable efforts to have the Resale Registration Statement declared effective by the SEC as soon as practicable after the filing
 
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thereof. In certain circumstances, the holders party to the Registration Rights Agreement can request to sell in an underwritten offering that is registered pursuant to a Shelf available at such time (an “Underwritten Shelf Takedown”). The Sponsor may not demand more than one (1) Underwritten Shelf Takedown and the other Holders (as defined in the Registration Rights Agreement) may demand not more than two (2) Underwritten Shelf Takedowns. Both the Sponsor and the other Holders will be entitled to piggyback registration rights, in each case subject to certain limitations set forth in the Registration Rights Agreement.
Under the Registration Rights Agreement, New Mondee will agree to indemnify the holders against any losses or damages resulting from any untrue statement or omission or alleged untrue statement or omission of a material fact in any registration statement, prospectus, or preliminary prospectus or any amendment thereof, pursuant to which the holders sell their equity securities, unless such liability arose from the holders’ misstatement or omission, and each of the holders, severally and individually, will agree to indemnify New Mondee against any losses or damages caused by such holder’s material misstatements or omissions in those documents. For additional information, see “Business Combination Proposal-Related Agreements-Registration Rights Agreement.”
Amended and Restated Warrant Agreement
Concurrently with the Closing, New Mondee and Continental will enter into an amended and restated warrant agreement (the “Amended and Restated Warrant Agreement”), pursuant to which (i) all references to ITHAX warrants will be revised to become references to warrants of New Mondee; and (ii) the outstanding warrants will be adjusted pursuant to the terms of the existing warrant agreement, such that the warrants will be exercisable for New Mondee Common Stock, in lieu of the ITHAX Class A ordinary shares previously issuable and receivable upon the exercise of rights under the existing warrant agreement.
Earn-Out Agreement
Pursuant to the Business Combination Agreement, ITHAX entered into an earn-out agreement (the “Earn-Out Agreement”) with certain signatories thereto (the “Members”), pursuant to which ITHAX has agreed, among other things that in connection with and upon the First Merger, New Mondee may issue to the Members an aggregate of up to 9,000,000 shares of New Mondee Common Stock (the “Earn-Out Shares”), with the Earn-Out Shares vesting over the four-year period following Closing based on the achievement of certain milestones related to the trading price of New Mondee Common Stock set forth in the Earn-Out Agreement. The Earn-Out Agreement will terminate if the Business Combination Agreement is validly terminated in accordance with its terms prior to the Closing. Upon the closing of the Business Combination, Prasad Gundumogula, who is the Chief Executive Officer of Mondee and who will continue to serve as Chief Executive Officer of New Mondee, may potentially receive up to 6,000,000 of the aggregate amount of Earn-Out Shares. For additional information, see “Business Combination Proposal-Related Agreements-Earn-Out Agreement.”
Stockholder Support Agreement
Pursuant to the Business Combination Agreement, Mondee and the Mondee Stockholder entered into a Support Agreement (the “Stockholder Support Agreement”) with ITHAX, pursuant to which the Mondee Stockholder has, among other things, agreed to vote to adopt and approve, upon this registration statement on Form S-4 being declared effective, the Business Combination Agreement and all other documents and transactions contemplated thereby. The Stockholder Support Agreement will terminate upon the termination of the Business Combination Agreement if the Closing does not occur. For additional information, see “Business Combination Proposal-Related Agreements-Stockholder Support Agreement.”
Sponsor Support Agreement
In connection with the execution of the Business Combination Agreement, ITHAX entered into a sponsor support agreement with the Sponsor and Mondee (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed to, among other things, vote all of the 6,472,500 ordinary shares in favor of the approval of the Transactions and to waive any redemption rights with respect to any ordinary shares held by it. The Sponsor did not receive separate consideration for its waiver of redemption rights in the Sponsor Support Agreement. In addition, the Sponsor has agreed that 603,750 Class B ordinary shares issued in
 
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connection with ITHAX’s initial public offering (which will be converted to 603,750 shares of New Mondee Class B Common Stock in connection with the Domestication) will be unvested and subject to forfeiture as of the Closing based on the level of redemptions of Class A ordinary shares by holders thereof in connection with the transactions contemplated by the Business Combination Agreement (calculated in the manner set forth in the Sponsor Support Agreement). However, Mondee may, at its sole option and without any other party’s approval, waive the Sponsor’s obligation to forfeit these Class B ordinary shares. The Sponsor Support Agreement will terminate upon the termination of the Business Combination Agreement if the Closing does not occur. For additional information, see “Business Combination Proposal-Related Agreements-Sponsor Support Agreement.”
Ownership of New Mondee
As of the date of this proxy statement/prospectus, there are 30,862,500 ordinary shares issued and outstanding, which includes an aggregate of 6,037,500 Class B ordinary shares. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 12,412,500 warrants, comprised of 337,500 private placement warrants held by Sponsor and Cantor and 12,075,000 public warrants. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New Mondee Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination, the PIPE Financing and assuming that none of ITHAX’s outstanding public shares are redeemed in connection with the Business Combination), ITHAX’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 43,275,000 ordinary shares.
The following table illustrates varying ownership levels in New Mondee Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders and the following additional assumptions: (i) 60,800,000 shares of New Mondee Common Stock are issued to the Mondee Stockholder at Closing; (ii) 7,000,000 shares of New Mondee Common Stock are issued in the PIPE Financing; and (iii) no public warrants or private placement warrants to purchase New Mondee Common Stock that will be outstanding immediately following Closing have been exercised.
If all public shares are redeemed, the current public shareholders will not own any Class A ordinary shares as of immediately following the Closing. However, owners of the 12,075,000 public warrants outstanding will continue to own such public warrants even if such owner has redeemed any or all of the public shares held by them. Such 12,075,000 public warrants had an aggregate market value of approximately $4,950,750 based upon the closing price of approximately $0.41 per public warrant on the Nasdaq on June 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus.
Share Ownership in New Mondee
Assuming
No Redemptions
Assuming 50% of Max
Redemptions(1)
Assuming Max
Redemptions(2)
Assuming 100%
Redemptions(5)
Number
of shares
% of
total
Number
of shares
% of
total
Number
of shares
% of
total
Number
of shares
% of
total
Mondee Stockholder(3)
60,800,000 61.6% 60,800,000 66.3% 60,800,000 71.7% 60,800,000 82.3%
Initial Shareholders(4)
6,502,500 6.6% 6,502,500 7.1% 6,502,500 7.7% 5,898,750(6) 8.0%
Cantor
210,000 0.2% 210,000 0.2% 210,000 0.2% 210,000 0.3%
Former ITHAX Class A Public Shareholders
24,150,000 24.5% 17,210,692 18.8% 10,271,384 12.1% 0 0.0%
PIPE Investors
7,000,000 7.1% 7,000,000 7.6% 7,000,000 8.3% 7,000,000 9.5%
(1)
Amount shown represents share redemption levels reflecting 50% of the Max Redemption scenario (approximately 28.7% redemptions).
(2)
Assumes that approximately 57.5% of ITHAX’s outstanding public shares are redeemed in connection with the Business Combination, which is the maximum permitted amount of redemptions while still satisfying the minimum cash condition to the consummation of the Business Combination in the Business Combination Agreement.
 
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(3)
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 2,218,100 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 the proxy statement/prospectus and “Certain Relationships and Related Person Transactions — Mondee — Mondee Group Note.”
(4)
Excludes any shares purchased by the Sponsor in the PIPE Financing.
(5)
Assumes Mondee, at its sole option and without any other party’s approval, waives the minimum cash condition in the Business Combination Agreement. If all 24,150,000 ITHAX Class A ordinary shares are redeemed, Mondee would be required to waive the minimum cash condition or otherwise obtain alternative financing arrangements to satisfy this Closing Condition.
(6)
Excludes the 603,750 Class B ordinary shares held by the Sponsor that are subject to forfeiture pursuant to the Sponsor Support Agreement. As part of the Sponsor Support Agreement, the Sponsor has agreed that 603,750 Class B ordinary shares issued to the Sponsor in connection with ITHAX’s initial public offering (which will be converted to 603,750 shares of New Mondee Class B Common Stock in connection with the Domestication) will be unvested and subject to forfeiture as immediately prior to the First Effective Time based on the level of redemptions of Class A ordinary shares by holders thereof in connection with the transactions contemplated by the Business Combination Agreement (calculated in the manner set forth in the Sponsor Support Agreement). However, Mondee may, at its sole option and without any other party’s approval, waive the Sponsor’s obligation to forfeit these Class B ordinary shares. For additional information, see “Business Combination Proposal-Related Agreements-Sponsor Support Agreement.”
In addition, the following table illustrates varying ownership levels in New Mondee Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders on a fully diluted basis, assuming full exercise of public warrants and private placement warrants to purchase New Mondee Common Stock.
Additional Dilution Sources(1)
Assuming No
Redemption
% of
Total(2)
Assuming 50%
of Max
Redemptions(3)
% of
Total(2)
Assuming
Max
Redemption(4)
% of
Total(2)
Assuming
100%
Redemptions(5)
% of
Total(2)
ITHAX Warrants(6)
12,412,500 11.2% 12,412,500 11.9% 12,412,500 12.8% 12,412,500 14.4%
(1)
All share numbers and percentages for the Additional Dilution Sources are presented without the potential reduction of any amounts paid by the holders of the given Additional Dilution Sources and therefore may overstate the presentation of dilution.
(2)
The Percentage of Total with respect to each Additional Dilution Source set forth below, including the Total Additional Dilutive Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in both the numerator and denominator. For example, in the illustrative redemption scenario, the Percentage of Total with respect to the Shares underlying ITHAX warrants would be calculated as follows: (a) 12,412,500 shares issued pursuant to the ITHAX warrants; divided by (b) (i) shares (the number of shares outstanding prior to any issuance pursuant to the shares underlying the ITHAX warrants) plus (ii) 12,412,500 shares issued pursuant to the ITHAX warrants.
(3)
Amount shown represents share redemption levels reflecting 50% of the Max Redemption scenario (approximately 28.7% redemptions).
(4)
Assumes that approximately 57.5% of ITHAX’s outstanding public shares are redeemed in connection with the Business Combination, which is the maximum permitted amount of redemptions while still satisfying the conditions to the consummation of the Business Combination in the Business Combination Agreement.
(5)
Assumes Mondee, at its sole option and without any other party’s approval, waives the minimum cash
 
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condition in the Business Combination Agreement. If all 24,150,000 ITHAX Class A ordinary shares are redeemed, Mondee would be required to waive the minimum cash condition or otherwise obtain alternative financing arrangements to satisfy this Closing Condition. In this scenario, the Additional Dilution Sources exclude the 603,750 Class B ordinary shares (which will be converted to 603,750 shares of New Mondee Class B Common Stock in connection with the Domestication) that are subject to forfeiture pursuant to the Sponsor Support Agreement.
(6)
Assumes exercise of all ITHAX warrants for 12,412,500 shares of New Mondee Common Stock.
For further details, see “Business Combination Proposal-Consideration to Mondee Stockholder in the Business Combination.”
Date, Time and Place of Extraordinary General Meeting of ITHAX’s Shareholders
The extraordinary general meeting of ITHAX, will be held at on July 15, 2022 at the offices of located at the offices of Reed Smith LLP, ITHAX’s U.S. counsel, located at 599 Lexington Avenue, 22nd Floor, New York, New York 10022 and virtually via live webcast at https://www.cstproxy.com/ithaxacquisitioncorp/2022, to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals have not been approved. If you wish to attend the extraordinary general meeting in person, you must reserve your attendance at least two business days in advance of the extraordinary general meeting by contacting ITHAX’s U.S. counsel, Reed Smith LLP, at 599 Lexington Avenue, 22nd Floor, New York, NY 10022, via an email to ITHAXshareholdermeeting@reedsmith.com.
Voting Power; Record Date
ITHAX shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on May 13, 2022, which is the “record date” for the extraordinary general meeting. Holders of ordinary shares will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Our warrants do not have voting rights. As of the close of business on the record date, there were 24,825,000 Class A ordinary shares issued and outstanding and 6,037,500 Class B ordinary shares issued and outstanding, all of which are held by the Initial Shareholders.
Quorum and Vote of ITHAX Shareholders
A quorum of ITHAX shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than one-third of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting (except where such meeting is convened to vote on a business combination in which case the quorum shall be a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting). Since the meeting will include the Business Combination Proposal, as of the record date for the extraordinary general meeting, 15,431,251 ordinary shares would be required to achieve a quorum.
The Sponsor has, pursuant to the Sponsor Support Agreement, agreed to, among other things, vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting. In addition, pursuant to the ITHAX Letter Agreement, the Initial Shareholders (including the Sponsor), agreed to vote in favor of the Business Combination Agreement and the transactions contemplated thereby and to waive any redemption rights with respect to any ordinary shares held by it. None of the Initial Shareholders received separate consideration for their waiver of redemption rights in the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 21.1% of the issued and outstanding ordinary shares. See “Business Combination Proposal-Related Agreements-Sponsor Support Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Support Agreement.
 
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The proposals presented at the extraordinary general meeting require the following votes:
Business Combination Proposal:   The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Domestication Proposal:   The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the issued ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Under the terms of the Existing Governing Documents, only the holders of Class B ordinary shares are entitled to vote on the election of directors to the ITHAX board. Therefore, only holders of the Class B ordinary shares will vote on the Director Election Proposal at the extraordinary general meeting. Holders of Class B ordinary shares and Class A ordinary shares shall have one vote per share on all other proposals.
Proposed Charter and Bylaws Proposal:   The approval of the Proposed Charter and Bylaws Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
Advisory Governing Documents Proposals:   The separate approval of each of the Governing Documents Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
Nasdaq Proposal:   The approval of the Nasdaq Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Director Election Proposal:   The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Equity Incentive Plan Proposal:   The approval of the Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Employee Stock Purchase Plan Proposal:   The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Adjournment Proposal:   The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Redemption Rights
Pursuant to the Existing Governing Documents, a public shareholder may request of ITHAX that New Mondee redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i) (a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;
 
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(ii) submit a written request to Continental, ITHAX’s transfer agent, in which you (a) request that New Mondee redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and
(iii) deliver your shares, written instructions, and other redemption forms (as applicable) to Continental, ITHAX’s transfer agent, physically or electronically through DTC.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on July 13, 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, ITHAX’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares, written instructions, and other redemption forms (as applicable) to Continental, ITHAX’s transfer agent, New Mondee will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of May 13, 2022, the record date, this would have amounted to approximately $10.01 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “Extraordinary General Meeting of ITHAX -Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor has, pursuant to the Sponsor Support Agreement, agreed to, among other things, vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting and waive its anti-dilution rights with respect to its Class B ordinary shares in connection with the consummation of the Business Combination. As part of the Sponsor Support Agreement, the Sponsor also agreed that 603,750 Class B ordinary shares issued to the Sponsor in connection with ITHAX’s initial public offering (which will be converted to 603,750 shares of New Mondee Class B Common Stock in connection with the Domestication) will be unvested and subject to forfeiture as immediately prior to the First Effective Time based on the level of redemptions of Class A ordinary shares by holders thereof in connection with the transactions contemplated by the Business Combination Agreement (calculated in the manner set forth in the Sponsor Support Agreement). However, Mondee may, at its sole option and without any other party’s approval, waive the Sponsor’s obligation to forfeit these Class B ordinary shares. In addition, pursuant to the ITHAX Letter Agreement, the Initial Shareholders (including the Sponsor), agreed to vote in favor of the Business Combination Agreement and the transactions contemplated thereby and to waive any redemption rights with respect to any ordinary shares held by them. None of the Initial Shareholders received separate consideration for their waiver of redemption rights. The ordinary shares held by the Initial Shareholders will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 21.1% of the issued and
 
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outstanding ordinary shares. See “Business Combination Proposal-Related Agreements-Sponsor Support Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Support Agreement.
Holders of the warrants will not have redemption rights with respect to the warrants.
Appraisal Rights
Neither ITHAX shareholders nor ITHAX warrant holders have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. ITHAX has engaged Morrow Sodali LLC to assist in the solicitation of proxies.
If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of ITHAX-Revoking Your Proxy.”
Interests of ITHAX’s Sponsor, Directors and Executive Officers in the Business Combination
When you consider the recommendation of the ITHAX Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Initial Shareholders, including the Sponsor and ITHAX’s directors and executive officers, have interests in such proposal that are different from, or in addition to, those of ITHAX shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

The Initial Shareholders have agreed, as part of ITHAX’s initial public offering and without any separate consideration provided by ITHAX for such agreement, not to redeem any Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination.

In October 2020, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain of ITHAX’s offering costs in exchange for 5,031,250 Class B ordinary shares. On January 27, 2021, ITHAX effectuated a stock dividend of 0.2 shares for each ordinary share outstanding, resulting in there being an aggregate of 6,037,500 Class B ordinary shares outstanding. On October 16, 2020, and October 28, 2020, the Sponsor transferred certain of the Class B ordinary shares to members of our management team. Because Cantor fully exercised the over-allotment option on February 1, 2021, the Sponsor retained the 787,500 Class B shares that were subject to forfeiture, and all 6,037,500 Class B ordinary shares remain outstanding as of the date hereof. If the Business Combination with Mondee or another business combination is not consummated by February 1, 2023 (unless such date is extended in accordance with the Existing Governing Documents), ITHAX will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, the Class B ordinary shares held by the Initial Shareholders, including ITHAX’s directors and officers, would be worthless, because the Initial Shareholders are not entitled to participate in any redemption or distribution with respect to such shares and have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them. Such Class B ordinary shares had an aggregate market value of $59,227,875 based upon the closing price of $9.81 per ITHAX Class A ordinary share on Nasdaq on the record date. As a result of the low initial purchase price, the Sponsor, its affiliates and ITHAX’s management team and advisors stand to earn a positive rate of return or profit on their investment, even if other shareholders, such as ITHAX’s public shareholders, experience a negative rate of return because the post-business combination company subsequently declines in value. Thus, the Sponsor, our officers and directors, and their respective affiliates and associates may have more of an economic incentive for us to, rather than liquidate if we fail to complete our initial business combination by February 1, 2023, enter into an initial business combination on potentially less favorable terms with a potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established
 
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record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Class B ordinary shares.

Simultaneously with the consummation of the initial public offering, ITHAX consummated the private placement of an aggregate of 675,000 private placement units to the Sponsor and Cantor, at a purchase price of $10.00 per private placement unit (or $6,750,000 in the aggregate). All of the proceeds ITHAX received from these sales were placed in the trust account. The private placement shares underlying the private placement units had an aggregate market value of $6,621,750 based upon the closing price of $9.81 per ITHAX Class A ordinary share on Nasdaq on the record date. The private placement warrants underlying the private placement units had an aggregate market value of $181,170 based upon the closing price of approximately $0.54 per ITHAX public warrant on Nasdaq on the record date. If the Business Combination with Mondee or another business combination is not consummated by February 1, 2023, the proceeds from the sale of the private placement units held in the trust account will be used to fund the redemption of the ITHAX public shares (subject to the requirements of applicable law) and the private placement units (and the underlying securities) will be worthless. There will be no redemption rights or liquidating distributions from the trust account with respect to the private placement units (or the underlying securities).

The Sponsor has invested an aggregate of $4,675,000 (consisting of $25,000 for 6,037,500 Class B ordinary shares, or approximately $0.005 per share, and $4,650,000 for the private placement units, but excluding the purchase price of the PIPE Shares the Sponsor has agreed to purchase) means that the Sponsor and our officers and directors stand to make significant profit on their investment and could potentially recoup their entire investment in ITHAX even if the trading price of our Class A ordinary shares were as low as $1.39 per share (assuming no redemptions and even if the private placement units (and the underlying securities) are worthless) and therefore the Sponsor and our officers and directors may experience a positive rate of return on their investment, even if our public shareholders experience a negative rate of return on their investment.

To protect the amounts held in the trust account, the Sponsor has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced below (1) $10.00 per public share or (2) such lesser amount per share as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay taxes, by the claims of target businesses or claims of vendors or other entities that are owed money by ITHAX for services rendered or contracted for or products sold to ITHAX. The agreement entered into by the Sponsor specifically provides for two exceptions to the indemnity it has given: the Sponsor will have no liability (a) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with ITHAX waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (b) as to any claims for indemnification by the underwriters of ITHAX’s initial public offering against certain liabilities, including liabilities under the Securities Act. Neither Marcum LLP, ITHAX’s independent registered public accounting firm, nor Cantor, executed agreements with ITHAX waiving such claims to the monies held in the trust account. ITHAX did not require the Sponsor to reserve for such indemnification obligations, nor did ITHAX independently verify whether the Sponsor has sufficient funds to satisfy its indemnity obligations. ITHAX believes that the Sponsor’s only assets are securities of ITHAX. Therefore, ITHAX believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so.

If ITHAX does not complete an initial business combination by February 1, 2023, ITHAX may use a portion of its working capital held outside the trust account to repay any working capital loans, but no proceeds held in the trust account would be used to repay any working capital loans. As of May 13, 2022, the record date, there was approximately $241,707,723.58 in investments and cash held in the trust account and approximately $210,313.61 of cash held outside the trust account available for working capital purposes.

It is contemplated that Orestes Fintiklis, Chief Executive Officer and Director of ITHAX, will be a director of New Mondee after the Closing of the Transactions. As a result, Mr. Fintiklis may receive cash fees, stock options or stock awards that New Mondee’s board determines to pay to its directors after the Business Combination.
 
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The Sponsor and ITHAX’s officers and directors will lose their entire investment in ITHAX, which, as stated above, consists of 6,037,500 Class B ordinary shares and 465,000 Class A ordinary shares, with a market value of $63,854,550, based on the closing price of $9.82 of the Class A ordinary shares as of June 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, and 232,500 private placement warrants with an aggregate market value of approximately $95,325, based on the closing price of the public warrants of $0.41 as of June 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, and will not be reimbursed for any loans, advances or out-of-pocket expenses, if an initial business combination is not consummated by February 1, 2023, which would result in an aggregate loss of $63,949,875.

The Sponsor and ITHAX’s directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms less favorable to shareholders, rather than to liquidate, in which case the Sponsor would lose its entire investment. As a result, the Sponsor may have a conflict of interest in determining whether Mondee is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination. The ITHAX board was aware of and considered these interests, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to public shareholders that they approve the Business Combination.

If ITHAX is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, the Sponsor has agreed to advance the funds necessary to pay such costs and complete such liquidation and not to seek repayment for such expenses.

If the trust account is liquidated, including in the event ITHAX is unable to complete an initial business combination by February 1, 2023, the Sponsor has agreed to indemnify ITHAX to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which ITHAX has entered into an acquisition agreement or claims of any third party for services rendered or products sold to ITHAX, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account.

Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the Sponsor, ITHAX’s officers and directors and their respective affiliates and associates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by ITHAX from time to time, made by the Sponsor or certain of ITHAX’s officers and directors to finance transaction costs in connection with an intended initial business combination.

The Sponsor (including its representatives and affiliates) and ITHAX’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to ITHAX. The Sponsor and ITHAX’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to ITHAX completing its initial business combination. Moreover, certain of ITHAX’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. ITHAX’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to ITHAX, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in ITHAX’s favor and such potential business opportunities may be presented to other entities prior to their presentation to ITHAX, subject to applicable fiduciary duties under the Cayman Islands Companies Act. ITHAX’s amended and restated memorandum and articles of association provide that ITHAX renounces its interest in any corporate opportunity offered to any director or officer of ITHAX.

Following the Closing, the Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to ITHAX and remain outstanding. As of the date of this proxy
 
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statement/prospectus, the Sponsor has not made any advances to ITHAX for working capital expenses, and there are no outstanding fees or out-of-pocket expenses for which the Sponsor and its affiliates are waiting reimbursement. As of the date of this proxy statement/prospectus, there are no outstanding loans, fees or out-of-pocket expenses for which ITHAX’s officers or directors are awaiting reimbursement.

The Sponsor will be party to the Registration Rights Agreement, which will come into effect at the Closing Date.

The Registration Rights Agreement will be entered into by the Sponsor and it will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions, following the consummation of the Business Combination.

Sponsor, affiliates of the Sponsor, and/or assignees, including certain of ITHAX’s officers and directors, will purchase 260,000 PIPE Shares for an aggregate price of $2,600,000 in the PIPE Financing on the same terms as the other PIPE Investors.

The Sponsor has agreed to transfer to George Syllantavos, an independent director of ITHAX, four percent of the Class B ordinary shares held by the Sponsor, with such percentage including the number of Class B ordinary shares he already holds, immediately following the consummation of a business combination.

ITHAX’s obligation to pay $500,000 in fees to AXIA Capital Markets LLC (“AXIA Capital”) in consideration for AXIA Capital’s services as placement agent for the PIPE Financing is contingent upon the Closing of the Transactions.

ITHAX’s obligation to pay $1,000,000 in fees to Cantor Fitzgerald & Co. (“Cantor”) in consideration for Cantor’s services as capital markets advisor is contingent upon the Closing of the Transactions.

ITHAX’s obligation to pay $500,000 in fees to Northland Securities, Inc. (“Northland”) in consideration for Northland’s services as capital markets advisor is contingent upon the Closing of the Transactions.

ITHAX’s obligation to pay $500,000 in fees to D.A. Davidson & Co. (“Davidson”) in consideration for Davidson’s services as capital markets advisor is contingent upon the Closing of the Transactions.

The continued indemnification of ITHAX’s directors and officers and the continuation of ITHAX’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”).

ITHAX may be entitled to distribute or pay over funds held by ITHAX outside the trust account to the Sponsor or any ITHAX Related Party (as defined in the Business Combination Agreement) prior to Closing.
Neither the Sponsor nor ITHAX’s directors and executive officers have any interest in, or affiliation with, Mondee. For a discussion of the fiduciary obligations to other entities of the Sponsor and ITHAX’s directors and executive officers, see the sections entitled “Risk Factors-Risks Related to the Business Combination and ITHAX- Since the Initial Shareholders, including the Sponsor and ITHAX’s directors and executive officers, have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, conflicts of interest exist in determining whether the Business Combination with Mondee is appropriate as our initial business combination. Such interests include that Sponsor, as well as our executive officers and directors, will lose their entire investment in us if the Business Combination is not completed” and “Business Combination Proposal-Interests of ITHAX’s Sponsor, Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus.
The Sponsor and its affiliates are active investors across a number of different investment platforms, which we and the Sponsor believe improved the volume and quality of opportunities that were available to ITHAX. However, it also creates potential conflicts and the need to allocate investment opportunities across multiple investment vehicles. In order to provide the Sponsor with the flexibility to evaluate opportunities across these platforms, our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered to any founder, director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and is an opportunity that we are able to complete on a reasonable basis. This waiver
 
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allows the Sponsor and its affiliates to allocate opportunities based on a combination of the objectives and fundraising needs of the target, as well as the investment objectives of the investment vehicle. We do not believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on our search for an acquisition target.
The Sponsor has, pursuant to the Sponsor Support Agreement, agreed to, among other things, vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting and waive its anti-dilution rights with respect to its Class B ordinary shares in connection with the consummation of the Business Combination. As part of the Sponsor Support Agreement, the Sponsor also agreed that 603,750 Class B ordinary shares issued to the Sponsor in connection with ITHAX’s initial public offering (which will be converted to 603,750 shares of New Mondee Class B Common Stock in connection with the Domestication) will be unvested and subject to forfeiture as immediately prior to the First Effective Time based on the level of redemptions of Class A ordinary shares by holders thereof in connection with the transactions contemplated by the Business Combination Agreement (calculated in the manner set forth in the Sponsor Support Agreement). However, Mondee may, at its sole option and without any other party’s approval, waive the Sponsor’s obligation to forfeit these Class B ordinary shares. In addition, pursuant to the ITHAX Letter Agreement, the Initial Shareholders (including the Sponsor), agreed to vote in favor of the Business Combination Agreement and the transactions contemplated thereby and to waive any redemption rights with respect to any ordinary shares held by them. None of the Initial Shareholders received separate consideration for their waiver of redemption rights. The ordinary shares held by the Initial Shareholders will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 21.1% of the issued and outstanding ordinary shares. See “Business Combination Proposal-Related Agreements-Sponsor Support Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Support Agreement.
At any time at or prior to the Business Combination, the Initial Shareholders, Mondee and/or their directors, officers, advisors or respective affiliates may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. The above described activity could be especially prevalent in and around the time of Closing. The purpose of such transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, each of the Advisory Governing Documents Proposals, the Nasdaq Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (ii) the Domestication Proposal and the Proposed Charter and Bylaws Proposal are approved by the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (iii) otherwise limit the number of public shares electing to redeem and (iv) New Mondee’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing.
Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she or they own, either at or prior to the Business Combination.
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Entering into the transactions described above would allow the Initial Shareholders, Mondee or their directors, officers, advisors or respective affiliates to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into by any of the aforementioned persons.
 
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The existence of financial and personal interests of one or more of ITHAX’s directors results in conflicts of interest on the part of such director(s) between what he or they may believe is in the best interests of ITHAX and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, ITHAX’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.
Involvement of Underwriters of ITHAX IPO in the Transactions
As disclosed elsewhere herein, Cantor served as the underwriters for the ITHAX initial public offering and will receive approximately $9,082,500 of deferred underwriting commissions therefrom in connection with the consummation of ITHAX’s initial business combination. Cantor has agreed to waive its rights to its deferred underwriting commissions held in the trust account in the event ITHAX does not complete its initial business combination prior to February 1, 2023 (subject to any extension period thereof), and in such a circumstance, will not receive any of such funds.
As described further below, Cantor is also providing certain services in connection with the Transactions, and will receive compensation in connection therewith. Cantor’s receipt of the deferred underwriting commissions is not dependent on their provision of services in connection with the Transactions.
As discussed under “Proposal No. 1 — The Business Combination Proposal — Background of the Transactions,” Cantor is serving as a capital markets advisor to ITHAX in connection with the Transactions. Pursuant to this agreement, Cantor facilitates non-deal roadshows on the Business Combination for institutional investors, and provides market color on potential redemption by certain investors. Upon the consummation of the Transactions, Cantor will receive a financial advisory fee of $1 million (the “ITHAX Financial Advisory Fee”). Thus, upon consummation of the Transactions, ITHAX will pay Cantor an aggregate of $10,082,500, comprised of the ITHAX Financial Advisory Fee and $9,082,500 in deferred underwriting commissions for serving as sole book running manager of the ITHAX’s initial public offering.
Additionally, as discussed under “Proposal No. 1 — The Business Combination Proposal — Background of the Transactions,” Mondee engaged Cantor to serve as financial advisor in connection with any sell-side transaction. Pursuant to the terms of Cantor’s engagement with Mondee, Cantor has agreed to assist Mondee in a review and analysis of the business, financial condition and prospects any potential acquiror, to prepare and implement a marketing plan and solicit proposals from prospective acquirors and to assist Mondee in negotiating any Transaction and reviewing the terms of any such Transaction. In respect of such services, upon the consummation of the Transactions, Cantor will receive a fee equal to $6.21 million (the “Mondee Financial Advisory Fee”).
Because (i) Cantor will only receive its deferred underwriting commissions upon the consummation of ITHAX’s initial business combination by February 1, 2023 (subject to any extension period thereof), (ii) Cantor will only receive the ITHAX Financial Advisory Fee upon the consummation of the Transactions, and (iii) Cantor will receive the Mondee Financial Advisory Fee upon the consummation of the Transactions, Cantor has an interest in the Transactions being consummated. Such interest may have presented, and may in the future present, a conflict of interest. ITHAX was aware of and considered such potential conflicts in engaging Cantor as its financial advisor. ITHAX’s shareholders should consider the role of Cantor in evaluating “Proposal No. 1 — The Business Combination Proposal” and the other proposals.
Recommendation to Shareholders of ITHAX
The ITHAX Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of ITHAX and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Proposed Charter and Bylaws Proposal, “FOR” each of the Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Director Election Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.
The existence of financial and personal interests of one or more of ITHAX’s directors results in conflicts of interest on the part of such director(s) between what he, she or they may believe is in the best
 
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interests of ITHAX and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, ITHAX’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal-Interests of ITHAX’s Sponsor, Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Conditions to Closing the Transactions
Conditions to Closing of the Business Combination
General Conditions
Consummation of the Transactions is conditioned on approval of the Business Combination Agreement and contemplated transactions by ITHAX’s shareholders. In addition, the consummation of the transactions is conditioned upon, among other things:

no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the First Merger, Second Merger or the other Transactions illegal or otherwise prohibiting consummation of the First Merger, Second Merger or the other Transactions;

the expiration or termination of the waiting period under the HSR Act;

the Registration Statement shall have become effective in accordance with the provisions of the Securities Act;

the New Mondee Common Stock and warrants of New Mondee shall have been approved for listing on Nasdaq, subject to official notice thereof; and

the Domestication shall have occurred.
Mondee’s Conditions to Closing
The obligations of Mondee to consummate the Transactions are also conditioned upon, among other things:

the accuracy of the representations and warranties of ITHAX (subject to certain bring-down standards);

performance of the covenants of ITHAX, First Merger Sub, and Second Merger Sub required by the Business Combination Agreement to be performed on or prior to the First Effective Time;

since the date of the Business Combination Agreement no ITHAX Material Adverse Effect shall have occurred;

the delivery of certain certificates, signed by the chief executive officer of ITHAX;

the delivery to Mondee of a copy of the Registration Rights Agreement, duly executed by New Mondee and the Sponsor; and

ITHAX having at least $150,000,000 of available cash at the Closing.
ITHAX’s, First Merger Sub’s and Second Merger Sub’s Conditions to Closing
The obligations of ITHAX, First Merger Sub and Second Merger Sub to consummate the Business Combination are also conditioned upon, among other things:

the accuracy of the representations and warranties of Mondee (subject to certain bring-down standards);

performance of the covenants of Mondee required by the Business Combination Agreement to be performed on or prior to the First Effective Time;

the delivery of certain certificates, signed by the president of Mondee;
 
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the delivery to ITHAX of a copy of the Registration Rights Agreement, duly executed by Mondee and the Members (as defined in the Earn-Out Agreement); and

receipt of the Mondee Stockholder’s approval of the Business Combination Agreement contemplated transactions in accordance with the DGCL and Mondee’s governing documents.
For further details, see “Business Combination Proposal-Conditions to Closing of the Business Combination.”
Waivers
Any party may extend the time for the performance of any obligations or other act of any other party, waive any inaccuracy in the representations and warranties of any other party contained in the Business Combination Agreement or in any document delivered pursuant to the Business Combination Agreement, and waive compliance with any agreement of any other party or any condition to its own obligations contained in the Business Combination Agreement. For example, Mondee may, at its sole option and without any other party’s approval, waive ITHAX’s obligations to (i) have at least $150,000,000 of available cash at the Closing, and (ii) forfeit 603,750 of the Class B ordinary shares (which will be converted to 603,750 shares of New Mondee Class B Common Stock in connection with the Domestication) held by the Sponsor as required by the Sponsor Support Agreement.
Termination
The Business Combination Agreement may be terminated as follows:

by mutual written consent of ITHAX and Mondee;

by either ITHAX or Mondee if (i) the First Effective Time shall not have occurred prior to July 31, 2022 (the “Outside Date”), provided, however that the Business Combination Agreement may not be terminated by or on behalf of any party that directly or indirectly through its affiliates is in breach or violation of any representation, warrant, covenant, agreement or obligation contained in the Business Combination Agreement and such breach or violation is the principal cause of the failure of a closing condition set forth in the Business Combination Agreement on or prior to the Outside Date, (ii) any governmental authority in the United States has enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling which has become final and nonappealable and has the effect of making the consummation of the Transactions illegal or otherwise preventing or prohibiting the consummation of the Transactions, and (iii) any of the Condition Precedent Proposals fails to receive the requisite vote for approval at the extraordinary general meeting;

by ITHAX if Mondee has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the Business Combination Agreement or if any representation or warranty of Mondee has become untrue, in each case such that the closing conditions with respect to the representations, warranties, covenants and agreements set forth in the Business Combination Agreement would not be satisfied (“Terminating Company Breach”); provided that ITHAX has not waived such Terminating Company Breach and ITHAX, First Merger Sub and Second Merger Sub are not then in material breach of their respective representations, warrants, covenants or agreements in the Business Combination Agreement; provided further that if such Terminating Company Breach is curable by Mondee, ITHAX may not terminate the Business Combination Agreement pursuant to this termination right for so long as Mondee continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within 30 days after notice of such breach is provided by ITHAX to Mondee;

by Mondee upon a breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement by ITHAX, First Merger Sub or Second Merger Sub, or if any representation or warranty of ITHAX, First Merger Sub or Second Merger Sub have become untrue, in either case, such that the closing conditions with respect to the representations, warranties, covenants and agreements set forth in the Business Combination Agreement would not be satisfied (“Terminating SPAC Breach”); provided that Mondee has not waived such Terminating SPAC Breach and Mondee is not in material breach of its representations, warrants, covenants or agreements in the Business Combination Agreement; provided, however if such Terminating SPAC Breach is curable by ITHAX, First Merger Sub or Second Merger Sub, Mondee may not terminate the Business
 
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Combination Agreement pursuant to this termination right for so long as ITHAX, First Merger Sub or Second Merger Sub continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured within 30 days after notice of such breach is provided by Mondee to ITHAX;

by ITHAX if Mondee shall have failed to deliver to ITHAX true and complete copies of the audited consolidated balance sheet of Mondee as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of income and cash flows of Mondee for such years, each audited in accordance with the auditing standards of the Public Company Accounting Oversight Board, together with an unqualified (except with respect to material weaknesses) audit report thereon from the auditor, on or before January 31, 2022; or

by ITHAX if Mondee shall have failed to deliver the written consent of the Mondee Stockholder approving and adopting the First Merger and the other Transactions to ITHAX within two business days of the date the Registration Statement is declared effective under the Securities Act.
Sources and Uses of Funds for the Business Combination
The following tables summarize the sources and uses for funding the Business Combination:
Sources & Uses
No Redemption Scenario (assuming no redemptions of the outstanding shares of ITHAX Ordinary Shares)
Sources
Uses
ITHAX cash in trust(1)
$ 241,608,163
Mondee Rollover(3)
$ 608,000,000
PIPE investment(2)
$ 70,000,000
Cash to Mondee balance sheet(5)
$ 301,786,163
Mondee Rollover(3)
$ 608,000,000
ITHAX Sponsor equity(4)
$ 67,125,000
ITHAX Sponsor equity(4)
$ 67,125,000
Payment of estimated
transaction expenses(6)
$ 22,822,000
Existing cash on balance
sheet
$ 13,000,000
Total sources
$ 999,733,163
Total uses(7)
$ 999,733,163
(1)
Includes $108,163 of interest earned on marketable securities held in the trust through March 31, 2022 and assumes no ITHAX shareholder has exercised its redemption rights to receive cash from the trust account. This amount will be reduced by the amount of cash used to satisfy any redemptions.
(2)
Amount represents the PIPE Investment.
(3)
Excludes 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” for more information.
(4)
Dollar amount represents the number of shares the Initial Shareholders and Cantor hold, including 465,000 private placement shares held by Sponsor and 210,000 private placement shares held by Cantor, valued at a share price of $10.00. This amount is not impacted by the number of redemptions.
(5)
Cash proceeds to Mondee is calculated based on the sum of the existing cash on Mondee’s balance sheet and the assumed approximately $311.6 million in ITHAX cash (including $70 million raised from the PIPE Investment), less $22,822,000 for estimated transaction costs.
(6)
Includes deferred underwriting fee of $9,082,500 due to Cantor upon the consummation of the Business Combination.
(7)
Totals may differ due to rounding.
 
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Sources & Uses
50% Redemptions (assumes approximately 28.7% redemption of the
outstanding shares of ITHAX Ordinary Shares)
Sources
Uses
ITHAX cash in trust(1)
$ 172,106,919
Mondee Rollover(3)
$ 608,000,000
PIPE investment(2)
$ 70,000,000
Cash to Mondee balance sheet(5)
$ 232,284,919
Mondee Rollover(3)
$ 608,000,000
ITHAX Sponsor equity(4)
$ 67,125,000
ITHAX Sponsor equity(4)
$ 67,125,000
Existing cash on balance sheet
$ 13,000,000
Payment of estimated transaction expenses(6)
$ 22,822,000
Total sources
$ 930,231,919
Total uses(7)
$ 930,231,919
(1)
Includes $108,163 of interest earned on marketable securities held in the trust account through March 31, 2022 and assumes approximately 28.7% of the outstanding ordinary shares of ITHAX have been redeemed by the ITHAX shareholders to receive cash from the trust account, reducing the amount of ITHAX cash by approximately $68.7 million.
(2)
Amount represents the PIPE Investment.
(3)
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.
(4)
Dollar amount represents the number of shares the Initial Shareholders and Cantor hold, including 465,000 private placement shares held by Sponsor and 210,000 private placement shares held by Cantor, valued at a share price of $10.00. This amount is not impacted by the number of redemptions.
(5)
Cash proceeds to Mondee is calculated based on the sum of the existing cash on Mondee’s balance sheet and the assumed approximately $243.9 million in ITHAX cash (including $70 million raised from the PIPE Investment), less $22,822,000 for estimated transaction costs.
(6)
Includes deferred underwriting fee of $9,082,500 due to Cantor upon the consummation of the Business Combination.
(7)
Totals may differ due to rounding.
Sources & Uses
Contractual Maximum Redemption Scenario (assuming approximately 57.5% redemption of the
outstanding shares of ITHAX Ordinary Shares)
Sources
Uses
ITHAX cash in trust(1)
$ 102,713,837
Mondee Rollover(3)
$ 608,000,000
PIPE investment(2)
$ 70,000,000
Cash to Mondee balance sheet(5)
$ 162,891,837
Mondee Rollover(3)
$ 608,000,000
ITHAX Sponsor equity(4)
$ 67,125,000
ITHAX Sponsor equity(4)
$ 67,125,000
Payment of estimated transaction expenses(6)
$ 22,822,000
Existing cash on balance sheet
$ 13,000,000
Total sources(7)
$ 860,838,837
Total uses(7)
$ 860,838,837
(1)
Includes $108,163 of interest earned on marketable securities held in the trust account through March 31, 2022 and assumes approximately 57.5% of the outstanding ordinary shares of ITHAX have been redeemed by the ITHAX shareholders to receive cash from the trust account, reducing the amount of ITHAX cash by approximately $137.2 million.
(2)
Amount represents the PIPE Investment.
 
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(3)
Excludes 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” for more information.
(4)
Dollar amount represents the number of shares the Initial Shareholders and Cantor hold, including 465,000 private placement shares held by Sponsor and 210,000 private placement shares held by Cantor, valued at a share price of $10.00. This amount is not impacted by the number of redemptions.
(5)
Cash proceeds to Mondee is calculated based on the sum of the existing cash on Mondee’s balance sheet and the assumed approximately $176.2 million in ITHAX cash (including $70 million raised from the PIPE Investment), less $22,822,000 for estimated transaction costs.
(6)
Includes deferred underwriting fee of $9,082,500 due to Cantor upon the consummation of the Business Combination.
(7)
Totals may differ due to rounding.
Sources & Uses
100% Redemptions (assumes 100% redemption of the
outstanding share of ITHAX Ordinary Shares)
Sources
Uses
ITHAX cash in trust(1)
$ 0
Mondee Rollover(3)
$ 608,000,000
PIPE investment(2)
$ 70,000,000
Cash to Mondee balance sheet(5)
$ 60,178,000
Mondee Rollover(3)
$ 608,000,000
ITHAX Sponsor equity(4)
$ 67,125,000
ITHAX Sponsor equity(4)
$ 67,125,000
Existing cash on balance sheet
$ 13,000,000
Payment of estimated transaction expenses(6)
$ 22,822,000
Total sources
$ 758,125,000
Total uses(7)
$ 758,125,000
(1)
Includes $108,163 of interest earned on marketable securities held in the trust account through March 31, 2022 and assumes both (i) 100% of the outstanding ordinary shares of ITHAX have been redeemed by the ITHAX shareholders to receive cash from the trust account, reducing the amount of ITHAX cash by approximately $241.6 million, and (ii) Mondee, at its sole option and without any other party’s approval, waives the minimum cash condition in the Business Combination Agreement. If all 24,150,000 ITHAX Class A ordinary shares are redeemed, Mondee would be required to waive the minimum cash condition or otherwise obtain alternative financing arrangements to satisfy this Closing Condition.
(2)
Amount represents the PIPE Investment.
(3)
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.
(4)
Dollar amount represents the number of shares the Initial Shareholders and Cantor hold, including 465,000 private placement shares held by Sponsor and 210,000 private placement shares held by Cantor, valued at a share price of $10.00. This amount is not impacted by the number of redemptions.
(5)
Cash proceeds to Mondee is calculated based on the sum of the existing cash on Mondee’s balance sheet and the assumed approximately $70 million in ITHAX cash raised from the PIPE Investment. less $22,822,000 for estimated transaction costs.
(6)
Includes deferred underwriting fee of $9,082,500 due to Cantor upon the consummation of the Business Combination.
(7)
Totals may differ due to rounding.
 
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Deferred Underwriting Fees
Approximately $9.1 million of the underwriting fee was deferred and conditioned upon completion of a business combination. The following table illustrates the effective deferred underwriting fee on a percentage basis for public shares at each redemption level identified below.
Underwriting Fees
Assuming No
Redemption
Assuming 50%
Max
Redemptions(1)
Assuming
Max
Redemption(2)
Assuming 100%
Redemptions(3)
Unredeemed public shares
24,150,000 17,210,692 10,271,384 0
Trust proceeds to New Mondee(4)
$ 241,608,163 $ 172,106,919 $ 102,713,837 0
Deferred underwriting fee
$ 9,082,500 $ 9,082,500 $ 9,082,500 $ 9,082,500
Effective deferred underwriting fee
3.76% 5.28% 8.84%
(1)
Amount shown represents share redemption levels reflecting 50% of the Max Redemption scenario (approximately 28.7% redemptions).
(2)
Assumes that approximately 57.5% of ITHAX’s outstanding public shares are redeemed in connection with the Business Combination, which is the maximum permitted amount of redemptions while still satisfying the conditions to the consummation of the Business Combination in the Business Combination Agreement.
(3)
Assumes Mondee, at its sole option and without any other party’s approval, waives the minimum cash condition in the Business Combination Agreement. If all 24,150,000 ITHAX Class A ordinary shares are redeemed, Mondee would be required to waive the minimum cash condition or otherwise obtain alternative financing arrangements to satisfy this Closing Condition.
(4)
Amounts include $108,163 of interest earned on marketable securities held in the trust account through March 31, 2022.
U.S. Federal Income Tax Considerations
For a discussion summarizing the U.S. federal income tax considerations of the Domestication and exercise of redemption rights, please see “U.S. Federal Income Tax Considerations.”
Expected Accounting Treatment
The Domestication
There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of ITHAX as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of New Mondee immediately following the Domestication will be the same as those of ITHAX immediately prior to the Domestication.
The Business Combination
The Business Combination will be accounted for as a reverse recapitalization 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 will be deemed the accounting predecessor and New Mondee will be the successor SEC registrant, which means that Mondee’s financial statements for previous periods will be disclosed in New Mondee’s future periodic reports filed with the SEC. The consolidated assets, liabilities and results of operations of Mondee will become the historical financial statements of New Mondee, and ITHAX’s assets, liabilities and results of operations will be consolidated with Mondee beginning on the acquisition date.
Regulatory Matters
Under the HSR Act and the rules that have been promulgated thereunder, certain transactions may not be consummated until the parties to these transactions each submit a premerger notification filing (the
 
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Notification and Report Form”) to the FTC and the Antitrust Division and the expiration or termination of the applicable waiting period(s) following the filing of the Notification and Report Form.
ITHAX’s affiliates and Mondee have filed Notification and Report Forms under the HSR Act with the Antitrust Division and the FTC. At any time before or after consummation of the Business Combination, notwithstanding expiration of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Mondee and ITHAX’s affiliates cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, Mondee and ITHAX’s affiliates cannot assure you as to its result.
Neither Mondee nor ITHAX’s affiliates are aware of any material regulatory approvals or actions that are required for consummation of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
Emerging Growth Company
ITHAX is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. ITHAX has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, ITHAX, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of ITHAX’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of ITHAX’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means, among other things, the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.
Smaller Reporting Company
Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
 
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held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th.
Recent Developments
On June 10, 2022, Deutsche Bank resigned from its role as capital markets advisor and placement agent to ITHAX in connection with the Business Combination and waived all rights to fees and compensation in connection with such roles, and ITHAX mutually accepted this resignation. The aggregate amount of fees waived by Deutsche Bank is approximately $3.5 million. Please see “Unaudited Pro Forma Combined Financial Information” for further information and the estimated transaction fees and expenses required to be paid in connection with the Business Combination.
Certain provisions of the letter agreement between Deutsche Bank and ITHAX (as amended, the “DB Engagement Letter”) survive the termination of the DB Engagement Letter. These provisions include customary obligations with respect to use of information, indemnification, and contribution under the DB Engagement Letter. For example, (i) Deutsche Bank will not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of information provided by others to Deutsche Bank, including, without limitation, information provided by or on behalf of ITHAX or Mondee and (ii) ITHAX (and, upon consummation of the Transactions, New Mondee) may not disclose any advice rendered by Deutsche Bank (or its affiliates) nor the terms of Deutsche Bank’s engagement pursuant to the DB Engagement Letter, without Deutsche Bank’s written consent (the “Surviving Information Obligation”). In addition, ITHAX (and, upon consummation of the Transactions, New Mondee) is obligated to indemnify and hold harmless Deutsche Bank and its directors, officers, agents, and employees and each other person, if any, who controls Deutsche Bank, within the meaning of the Securities Act, against any and all claims, losses, damages, liabilities, costs, and expenses as incurred (including all reasonable fees and disbursements of counsel and all reasonable travel and other out-of-pocket expenses incurred in connection with investigation of, preparation for and defense of any pending or threatened claim and any litigation or other proceeding arising therefrom, whether or not in connection with pending or threatened litigation in which Deutsche Bank or any other indemnified party is a party), (i) related to or arising out of (A) actions taken or omitted to be taken (including any untrue statements or alleged untrue statements of material facts made, or any statements omitted to be made or any alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading) by ITHAX, or (B) actions taken or omitted to be taken by an indemnified party with ITHAX’s prior written consent or (ii) otherwise related to or arising out of or in connection with, in each case, any actual or proposed transactions giving rise to or contemplated by the DB Engagement Letter or Deutsche Bank’s engagement under the DB Engagement Letter, and including, without limitation, information publicly filed by ITHAX under the Exchange Act and all information provided by ITHAX and Mondee to potential investors in the PIPE Financing; provided, however that excluded from ITHAX’s obligation to indemnify, are any such claims, losses, damages, liabilities, costs, or expenses of an indemnified party that arise primarily and directly out of or are based primarily or directly upon any action or failure to act by Deutsche Bank, that is found in a final and non-appealable judicial determination by a court of competent jurisdiction (or settlement tantamount thereto) to constitute willful misconduct or gross negligence on the part of such indemnified party (the “Surviving Indemnity Obligation”). Lastly, if indemnification is unavailable or insufficient, then ITHAX (and, upon consummation of the Transactions, New Mondee) is obligated to contribute amounts paid or payable by Deutsche Bank (or its affiliates) in such proportion as appropriately reflects the relative benefits received by and the relative fault of, ITHAX and Deutsche Bank (or its affiliates) in connection with the matters as to which such claims, losses, damages, liabilities, costs, and expenses relate (the “Surviving Contribution Obligation”).
Due to Duetsche Bank’s resignation as placement agent and capital markets advisor prior to the closing of the Transactions, ITHAX does not expect any of the Surviving Information Obligation, Surviving Indemnity Obligation, or the Surviving Contribution Obligation to give rise to any material obligations of ITHAX or New Mondee.
Moreover, as of the date of this proxy statement/prospectus, neither ITHAX nor Mondee is a party to any agreement that would require the payment of any fees to, or require the reimbursement of any expenses
 
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of Deutsche Bank with respect to the Business Combination or any other transactions described herein. In addition, Deutsche Bank delivered notices of resignation to the U.S. Securities and Exchange Commission pursuant to Section 11(b)(1) under the Securities Act on June 10, 2022.
There is not currently any dispute between any of ITHAX, Mondee or Deutsche Bank with respect to the resignation described above.
At no time prior to or after their resignation through the date of this filing did Deutsche Bank indicate that it had any specific concerns with the Business Combination. Deutsche Bank did not prepare or provide any of the disclosures in this prospectus/proxy statement or any analysis underlying such disclosure or any other materials or work product that have been provided to ITHAX’s shareholders or the PIPE Investors. However, as with other members of the transaction working group, Deutsche Bank did receive drafts of this prospectus/proxy statement prepared by ITHAX and Mondee and provided limited comments in the ordinary course. We also provided to and discussed with Deutsche Bank the disclosures in this proxy statement/prospectus pertaining to its roles and resignation, and Deutsche Bank did not agree with either the risks or the conclusions stated herein that are associated with its roles and resignation. Shareholders should not put any reliance on the fact that Deutsche Bank was previously involved with any aspect of the transactions described in this prospectus/proxy statement.
ITHAX did not rely on Deutsche Bank, in its role as capital markets advisor, in the preparation and analysis of the materials, including projections, provided to the ITHAX Board for use as a component of its overall evaluation of Mondee. The ITHAX Board did not receive or rely upon any financial or valuation analyses conducted or prepared by Deutsche Bank in making its determination that the Business Combination Agreement, and the transactions contemplated thereby, including the Business Combination, were advisable, fair to, and in the best interests of, ITHAX and its shareholders.
The availability of the PIPE Financing is not impacted by the resignation of Deutsche Bank as all placements in the PIPE Financing were either made by AXIA Capital or facilitated by ITHAX and/or Mondee. The PIPE Financing is not contingent upon any continued involvement of Deutsche Bank in the transactions and each of the PIPE Investors has specifically disclaimed reliance on any statement, representation or warranty made by, among others, Deutsche Bank in determining to participate in the PIPE Financing.
In its role as capital markets advisor to ITHAX, Deutsche Bank representatives sought to facilitate the overall transaction execution process through the convening of meetings and telephone and video conferences that were attended by representatives of ITHAX, Mondee and their respective advisors.
Please see “The Business Combination Agreement - The Background of the Business Combination Agreement” for further details as to the involvement of Deutsche Bank in the Business Combination and the PIPE Financing.
The placement agency services provided by Deutsche Bank pursuant to the DB Engagement Letter were substantially complete at the time of Deutsche Bank’s resignation, with any fees payable to Deutsche Bank for such services contingent upon the Closing of the Business Combination. ITHAX and Mondee do not intend to engage additional capital markets advisors.
We believe that the resignation of Deutsche Bank and the waiver of fees for services that have already been rendered is unusual. ITHAX shareholders may be more likely to elect to redeem their shares as a result of such resignation and as a result, ITHAX may not have sufficient funds to meet the minimum cash condition in the Business Combination Agreement.
ITHAX shareholders may believe that when financial institutions, such as Deutsche Bank, are named in a proxy statement/prospectus, the involvement of such institutions typically presumes a level of due diligence and independent analysis on the part of such financial institution and that the naming of such financial institutions generally means that a financial institution has done a level of due diligence ordinarily associated with a professional engagement. Both the termination letter of Deutsche Bank with respect to its engagement with ITHAX and the notice of resignation to the Securities and Exchange Commission pursuant to Section 11(b)(1) under the Securities Act, stated that Deutsche Bank is not responsible for any part of this proxy statement/prospectus. While Deutsche Bank did not provide any additional detail in its
 
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termination letter to ITHAX or to the Securities and Exchange Commission, such resignation may be an indication by Deutsche Bank that it does not want to be associated with the disclosure in this proxy statement/prospectus or the underlying business analysis related to the transaction. Neither ITHAX nor Mondee will speculate about the reasons why Deutsche Bank withdrew from its role as placement agent and capital markets advisor in connection with the Business Combination and forfeited its fees after performing substantially all the work to earn such fees. Accordingly, shareholders should not place any reliance on the fact that Deutsche Bank has been previously involved with this transaction.
In addition, we note that unaffiliated investors are subject to certain material risks as a result of Mondee going public through a merger rather than through a traditional underwritten offering. See “Risk Factors — Risks Related to the Business Combination and ITHAX — You may not have the same benefits as an investor in an underwritten public offering”.
In June 2022, Mondee entered into a strategic partnership with EBG to access EBG’s network of members and to provide reciprocal access to travel technology, complementary distribution networks and expanded travel and entertainment offerings. EBG is a leading e-commerce solutions provider and a market leader in merchandising thousands of attractions and activities, live events, hotel rooms, flights, vacation packages as well as other brands and services, through private employer and membership-based programs and other direct distribution channels. As part of the partnership, Mondee and EBG will cross-sell to their distribution networks, and EBG will have access to Mondee’s technology platform.
Summary of Risk Factors
In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. Such risks include, but are not limited to:
Risks Related to Mondee’s Financial Condition and Status as an Emerging Growth Stage Company
Mondee has experienced substantial growth over a limited period of time, which makes it difficult to forecast its future results of operations. If we are unable to manage and expand our growth or execute our growth strategies effectively, our business and prospects may be materially and adversely affected.
Risks Related to Mondee’s Business and Industry
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. 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 and have had significant losses in the past and we may not be able to obtain additional capital.
Risks Related to Our Dependence on Third Parties
Our business depends on our relationships with travel agencies, airlines and other travel businesses and third parties. Our business and results of operations could be adversely affected if one or more of our major travel suppliers suffers a deterioration in its financial condition or restructures its operations or as a result of consolidation in the travel industry, loses bookings and revenue.
Risks Related to Employee Matters, Managing Our Growth and Other Risks Related to Our Business
Our success depends in large part on our ability to attract and retain high quality management and operating personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be negatively impacted. We may not be able to accurately predict our future capital needs, and we may not be able to obtain additional financing to fund our operations on the terms and in the manner previously obtained. We may be unable to successfully close potential acquisitions, or successfully integrate the operations of such target businesses, if acquired, which could have an adverse impact on our business.
 
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Risks Related to Intellectual Property, Information Technology, Data Security and Privacy
If we fail to develop new and innovative technologies or enhance our existing technologies and grow our systems and infrastructure in response to changing client demands and rapid technological change, our business may suffer. Cybersecurity attacks or security breaches could adversely affect our ability to operate, could result in personal information and our proprietary information being lost, stolen, made inaccessible, improperly disclosed or misappropriated and may cause us to be held liable or subject to regulatory’ penalties and sanctions and to litigation (including class action litigation), which could have a material adverse effect on our reputation and business.
Risks Related to Government Regulation, Tax and Litigation Matters
We may be unable to prevent unlawful or fraudulent activities in our operations, and we could be liable for such fraudulent or unlawful activities. We are subject to taxes in many jurisdictions globally. We are subject to anti-corruption, anti-money laundering, and economic sanctions laws and regulations in the jurisdictions in which we operate, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and regulations administered and enforced by the U.S. Treasury’ Department’s Office of Foreign Assets Control (“OFAC”). Failure to comply with these laws and regulations could negatively impact our business, results of operations and financial condition. We are and, from time to time we may be, involved in legal proceedings and may experience unfavorable outcomes, which could affect our business and results of operations.
Risks Related to Our Organization and Structure
We are currently relying on the “controlled company” exemption under Nasdaq Stock Market Listing Rules, pursuant to which “controlled companies” are exempt from certain corporate governance requirements otherwise applicable under Nasdaq listing rules.
Following the Closing, New Mondee will be a “controlled company” within the meaning of the Nasdaq listing rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.
Risks Related to Ownership of Our Common Stock Following the Business Combination
An active trading market for the Mondee Common Stock may never develop or be sustained, which may cause shares of the Mondee Common Stock to trade at a discount to the price implied by the Business Combination and make it difficult to sell shares of Mondee Common Stock. The market price of the Mondee Common Stock may be volatile and fluctuate substantially, which could cause the value of your investment to decline and the exercise of outstanding public warrants may further dilute your investment. Ownership is concentrated among executive officers and directors of New Mondee, including New Mondee’s Chief Executive Officer.
Risks Related to Mondee’s Business and to New Mondee’s Business Following the Business Combination
We will incur significant increased costs as a result of the Business Combination and as a result of being a public company, and our management will be required to devote substantial time to new compliance initiatives. If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.
Risks Related to the Business Combination and ITHAX
The Sponsor and the other Initial Shareholders have entered into letter agreements with us to vote in favor of the Business Combination, regardless of how our public shareholders vote. Neither the ITHAX Board nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination. Since the Initial Shareholders, including the Sponsor and ITHAX’s directors and executive officers, have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, conflicts of interest exist in determining whether the Business Combination with Mondee is appropriate as our initial business combination. Such interests include that Sponsor, as
 
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well as our executive officers and directors, will lose their entire investment in us if the Business Combination is not completed. Past performance by ITHAX and by our management team may not be indicative of future performance of an investment in ITHAX or New Mondee.
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. The public stockholders will experience immediate dilution as a consequence of the issuance of New Mondee Common Stock as consideration in the Business Combination and in the PIPE Financing. The Nasdaq may not list New Mondee’s securities on its exchange, which could limit investors’ ability to make transactions in New Mondee’s securities and subject New Mondee to additional trading restrictions. Shareholder litigation could prevent or delay the Closing of the Transactions or otherwise negatively impact our business, operating results and financial condition.
Risks Related to the Consummation of the Domestication
The Domestication may result in adverse tax consequences for holders of ITHAX Class A ordinary shares and warrants. Delaware law and New Mondee’s Proposed Governing Documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
Risks Related to the Redemption
Public shareholders who wish to redeem their public shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the trust account.
Risks if the Domestication and the Business Combination are not Consummated
If we are not able to complete the Business Combination with Mondee nor able to complete another business combination by February 1, 2023, in each case, as such date may be extended pursuant to our Existing Governing Documents, we would cease all operations except for the purpose of winding up and we would redeem our Class A ordinary shares and liquidate the trust account, in which case our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or public warrants, potentially at a loss.
 
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2022 and for the year ended December 31, 2021 combine the historical statement of operations of ITHAX and the historical consolidated statement of operations of Mondee for such period on a pro forma basis as if the Business Combination, the PIPE Financing and the transactions contemplated by the Business Combination Agreement, and the repayment of the related party loan receivable had been consummated on January 1, 2021.
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination, the PIPE Financing, the transactions contemplated by the Business Combination Agreement as well as the settlement of a related party loan receivable immediately upon completion of the Business Combination has been prepared for informational purposes only. The unaudited pro forma condensed combined statement of operations is not necessarily indicative of what the actual results of operations would have been had the Business Combination taken place on the date indicated, nor are they indicative of the future consolidated results of operations of the post-combination company. The transaction accounting adjustments are based on the information currently available. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by ITHAX’s public shareholders of shares of ITHAX’s public shares for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing Date) in the trust account:

Assuming No Redemptions: This scenario, which we refer to as the “No Redemption Scenario,” assumes that no public shareholders of ITHAX exercise redemption rights with respect to their public shares for a pro rata share of the funds in the trust account.

Assuming 50% of Maximum Redemptions: This scenario, which we refer to as the “50% of Maximum Redemption Scenario”, assumes that 6,939,308 of ITHAX’s public shares are redeemed for an aggregate payment of $69.4 million.

Assuming Maximum Redemptions: This scenario, which we refer to as the “Maximum Redemption Scenario”, assumes that 13,878,616 of ITHAX’s public shares are redeemed for an aggregate payment of $138.8 million, which is derived from the number of shares that could be redeemed in order for the Business Combination to be completed, at an assumed redemption price of approximately $10.01. The Maximum Redemption Scenario cash amount is determined by combining (i)(a) the amount available in the trust account at Closing, (b) the PIPE Financing amount received by ITHAX at or prior to the Closing Date, less (ii)(a) assumed transaction expenses of ITHAX (including deferred underwriting fees). This scenario is based on satisfaction of the available cash condition stated in the Business Combination Agreement that specifies ITHAX is required to maintain a minimum cash balance of $150.0 million at Closing. Mondee, at its sole option and without any other party’s consent, would be required to waive the minimum cash condition or ITHAX would otherwise need to obtain alternative financing arrangements to satisfy this Closing Condition if the minimum cash balance of $150.0 million is not satisfied at Closing.

Assuming 100% Redemptions: This scenario, which we refer to as the “100% Redemption Scenario”, assumes that all 24,150,000 of ITHAX’s public shares are redeemed for an aggregate payment of $241.6 million. This scenario assumes Mondee, at its sole option and without any other party’s approval, waives the minimum cash condition in the Business Combination Agreement. If all 24,150,000 ITHAX Class A ordinary shares are redeemed, Mondee would be required to waive the minimum cash condition or otherwise obtain alternative financing arrangements to satisfy this Closing Condition.
In addition, the unaudited pro forma condensed combined financial information has been prepared on the assumption that (a) the related party loan receivable is settled upon consummation of the Business Combination by repayment in cash and (b) the related party loan receivable is settled upon consummation of the Business Combination in New Mondee Common Stock. These pro forma adjustments did not have an impact on the unaudited pro forma condensed combined statement of operations, except earnings per
 
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share information. Two alternative unaudited pro forma condensed combined balance sheets as at March 31, 2022 are presented to reflect either the cash settlement of the related party loan receivable or the settlement in the form of New Mondee Common Stock. For further information on the related party loan receivable see, “Certain Relationships and Related Person Transactions — Mondee — Mondee Group Note.”
Unaudited Condensed Combined Pro Forma Statement of Operations
Three Months Ended March 31, 2022
(Amounts in thousands)
Pro Forma
Combined
(Assuming No
Redemptions
Pro Forma
Combined
(Assuming
50% of
Maximum
Redemptions)
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
Pro Forma
Combined
(Assuming
100%
Redemptions)
Statement of Operations Data
Revenues
$ 37,653 $ 37,653 $ 37,653 $ 37,653
Operating expenses
$ 41,667 $ 41,667 $ 41,667 $ 41,667
Loss from operations
$ (4,014) $ (4,014) $ (4,014) $ (4,014)
Other income (expense), net
$ (3,696) $ (3,718) $ (3,767) $ (7,114)
Net loss
$ (7,764) $ (7,786) $ (7,835) $ (11,182)
Unaudited Condensed Combined Pro Forma Statement of Operations
Year Ended December 31, 2021
(Amounts in thousands)
Pro Forma
Combined
(Assuming No
Redemptions
Pro Forma
Combined
(Assuming
50% of
Maximum
Redemptions)
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
Pro Forma
Combined
(Assuming
100%
Redemptions)
Statement of Operations Data
Revenues
$ 93,194 $ 93,194 $ 93,194 $ 93,194
Operating expenses
$ 117,386 $ 117,386 $ 117,386 $ 117,386
Loss from operations
$ (24,192) $ (24,192) $ (24,192) $ (24,192)
Other income (expense), net
$ (12,799) $ (12,841) $ (12,939) $ (16,806)
Net loss
$ (37,314) $ (37,357) $ (37,454) $ (41,322)
Unaudited Condensed Combined Pro Forma Balance Sheet
As of March 31, 2022(1)
Pro Forma
Combined
(Assuming
No
Redemptions
Pro Forma
Combined
(Assuming
50% of
Maximum
Redemptions)
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
Pro Forma
Combined
(Assuming
100%
Redemptions)
(Amounts in thousands)
Balance Sheet Data
Total current assets
$ 363,159 $ 293,766 $ 224,373 $ 121,551
Total assets
$ 505,189 $ 435,796 $ 366,403 $ 263,581
Total current liabilities
$ 61,762 $ 61,762 $ 61,762 $ 61,762
Total liabilities
$ 250,606 $ 250,606 $ 250,606 $ 250,606
Total stockholders’ equity
$ 254,583 $ 185,190 $ 115,797 $ 12,975