- Two additional investors commit to subscribe
for $20 million into its all-equity PIPE at $10 per share
Mondee Inc. (“Mondee” or the “Company”), the high-growth, travel
technology company and marketplace, with a portfolio of
globally-recognized platforms and brands in the leisure and
corporate travel sectors, and ITHAX Acquisition Corp., a special
purpose acquisition company (“ITHAX”, Nasdaq: ITHX), today
announced they have upsized their all equity PIPE investment to $70
million, supplementing the proceeds from their previously-announced
business combination with an additional $20 million investment at
$10 per share.
Upsized $70 Million PIPE
Two leading financial investors have agreed to collectively
subscribe for an additional $20 million all-equity PIPE from ITHAX
at $10 per share through an investment vehicle, which increases the
aggregate gross proceeds to the combined company from the PIPE
transactions from $50 million to $70 million.
“We are excited to welcome additional value-savvy and renowned
financial investors to our shareholder base,” said Prasad
Gundumogula, Founder and Chief Executive Officer of Mondee. “The
financial community’s investment further validates the potential of
our company to transform the travel market with our powerful
operating platform, modern ecosystem, and segment-specific content
for the growing gig economy, remote workers and discerning
travelers.”
Orestes Fintiklis, Chief Executive Officer of ITHAX, added,
“Generating significant additional investment in our transaction in
an all-equity PIPE at $10 during such a challenging environment for
SPAC and PIPE transactions underlines the strength of Mondee as a
compelling traveltech investment. Mondee is a proven performer in
the traveltech space with, we believe, a great runway to grow both
organically and through mergers and acquisitions to further seize
market share.”
About Mondee Inc.:
Mondee Inc. is a group of leading travel technology, service,
and content companies driving disruptive innovative change in the
leisure and corporate travel markets. They deliver a revolutionary
technology platform of SaaS, mobile, and cloud products and
services to a global customer base, processing over 50 million
daily searches and multi-billion dollars of transactional volume
yearly. Founded in 2011, Mondee is headquartered in Silicon Valley,
California, with 17 offices in USA and Canada, and operations in
India, Thailand, and Ireland. On December 20, 2021, Mondee entered
into a definitive business combination agreement with ITHAX
Acquisition Corp. (Nasdaq: ITHX) that is expected to result in
Mondee becoming a publicly listed company on Nasdaq under the
ticker symbol “MOND”. For more information, please visit
https://www.mondee.com.
About ITHAX Acquisition Corp:
ITHAX Acquisition Corp., a Cayman Islands exempted company
(NASDAQ: ITHX), is a blank check company formed by the founder of
Ithaca Capital Partners (“Ithaca”) and the principals of AXIA
Ventures Group Limited (“AXIA”). Ithaca is a real estate investment
manager with focus on deep-value hospitality investments in the
United States, Latin America and Caribbean. AXIA is a leading,
independent, privately-owned investment bank founded in 2008 that
provides services in more than 20 countries through its offices in
New York, London, Milan, Athens, Nicosia and Cyprus. For more
information, please visit https://ithaxacquisitioncorp.com.
Forward-Looking Statements:
Certain statements in this Document may be considered
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other
than statements of present or historical fact included herein,
regarding the proposed business combination between ITHAX
Acquisition Corp., an exempted company incorporated in the Cayman
Islands with limited liability under company number 366718
(“ITHAX”) and Mondee Holdings II, Inc., a Delaware
corporation (“Mondee”), ITHAX’s and Mondee’s ability to
consummate the transaction, the expected closing date for the
transaction, the benefits of the transaction and the public
company’s future financial performance following the transaction,
as well as ITHAX’s and Mondee’s strategy, future operations,
financial position, estimated revenues, and losses, projected
costs, prospects, plans and objectives of management are forward
looking statements. When used herein, including any oral statements
made in connection herewith, the words “anticipates,”
“approximately,” “believes,” “continues,” “could,” “estimates,”
“expects,” “forecast,” “future, ” “intends,” “may,” “outlook,”
“plans,” “potential,” “predicts,” “propose,” “should,” “seeks,”
“will,” or the negative of such terms and other similar expressions
are intended to identify forward-looking statements, although not
all forward-looking statements contain such identifying words. Such
forward-looking statements are subject to risks, uncertainties, and
other factors, which could cause actual results to differ
materially from those expressed or implied by such forward-looking
statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by both ITHAX and its
management, and Mondee and its management, as the case may be, are
inherently uncertain. Except as otherwise required by applicable
law, ITHAX disclaims any duty to update any forward-looking
statements, all of which are expressly qualified by the statements
in this section, to reflect events or circumstances after the date
hereof. ITHAX cautions you that these forward-looking statements
are subject to risks and uncertainties, most of which are difficult
to predict and many of which are beyond the control of ITHAX.
Factors that may cause actual results to differ materially from
current expectations include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the business combination; (2) the
outcome of any legal proceedings that may be instituted against
ITHAX, Mondee, the combined company or others following the
announcement of the business combination and any definitive
agreements with respect thereto; (3) the inability to complete the
business combination due to the failure to obtain approval of the
shareholders of ITHAX, to obtain financing to complete the business
combination or to satisfy other conditions to closing; (4) changes
to the proposed structure of the business combination that may be
required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the business combination; (5) the ability to meet stock exchange
listing standards following the consummation of the business
combination; (6) the risk that the business combination disrupts
current plans and operations of ITHAX or Mondee as a result of the
announcement and consummation of the business combination; (7) the
ability to recognize the anticipated benefits of the business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (8) costs
related to the business combination; (9) changes in applicable laws
or regulations and delays in obtaining, adverse conditions
contained in, or the inability to obtain regulatory approvals
required to complete the business combination; (10) the possibility
that ITHAX, Mondee or the combined company may be adversely
affected by other economic, business, and/or competitive factors;
(11) the impact of COVID-19 on the combined company’s business
and/or the ability of the parties to complete the proposed business
combination; (12) Mondee’s estimates of expenses and profitability
and underlying assumptions with respect to stockholder redemptions
and purchase price and other adjustments; (13) adverse changes in
general market conditions for travel services, including the
effects of macroeconomic conditions, terrorist attacks, natural
disasters, health concerns, civil or political unrest or other
events outside the control of the parties; (14) significant
fluctuations in the combined company’s operating results and rates
of growth; (15) dependency on the combined company’s relationships
with travel agencies, travel management companies and other travel
businesses and third parties; (16) payment-related risks; (17) the
combined company’s failure to quickly identify and adapt to
changing industry conditions, trends or technological developments;
(18) unlawful or fraudulent activities in the combined company’s
operations; (19) any significant IT systems-related failures,
interruptions or security breaches or any undetected errors or
design faults in IT systems of the combined company; (20) exchange
rate fluctuations; and (21) other risks and uncertainties set forth
in the section entitled “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements and Risk Factor Summary” in
ITHAX’s final prospectus relating to its initial public offering
dated February 1, 2021 and in subsequent filings with the U.S.
Securities and Exchange Commission (the “SEC”), including
the registration statement on Form S-4 relating to the business
combination that ITHAX filed with the SEC on March 21, 2022, which
included a prospectus/proxy statement of ITHAX. There may be
additional risks that neither ITHAX nor Mondee presently know of or
that ITHAX or Mondee currently believe are immaterial that could
also cause actual results to differ from those contained in the
forward-looking statements.
Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Author and any of
their affiliates, directors, officers and employees expressly
disclaim any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statement to reflect events or
circumstances after the date on which such statement is being made,
or to reflect the occurrence of unanticipated events.
No Offer or Solicitation
This communication is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed business combination or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval.
In connection with the proposed business combination, ITHAX
filed a registration statement on Form S-4 with the SEC on March
21, 2022, which included a prospectus/proxy statement of ITHAX.
ITHAX also plans to submit or file other documents with the SEC
regarding the proposed transaction. After the registration
statement has been declared effective by the SEC, a definitive
proxy statement/prospectus will be mailed to the shareholders of
ITHAX. INVESTORS AND SHAREHOLDERS OF ITHAX ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED
BUSINESS COMBINATION, WHICH WILL BE FILED WITH THE SEC, CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS
COMBINATION. Investors and shareholders will be able to obtain free
copies of the proxy statement/prospectus and other documents
containing important information about Mondee and ITHAX once such
documents are filed with the SEC, through the website maintained by
the SEC at http://www.sec.gov.
Additional Information about the Business Combination and
Where to Find It:
Additional information about the proposed business combination,
including a copy of the business combination agreement and investor
presentation, was disclosed in a Current Report on Form 8-K that
ITHAX filed with the SEC on December 20, 2021 and is available at
www.sec.gov. In connection with the proposed business combination,
ITHAX filed a registration statement on Form S-4 and the related
proxy statement/prospectus with the SEC on March 21, 2022.
Additionally, ITHAX will file other relevant materials with the SEC
in connection with the proposed business combination of ITHAX with
Mondee. The materials to be filed by ITHAX with the SEC may be
obtained free of charge at the SEC’s website at www.sec.gov.
Investors and security holders of ITHAX are urged to read the proxy
statement/prospectus and the other relevant materials when they
become available before making any voting or investment decision
with respect to the proposed business combination because they will
contain important information about the business combination and
the parties to the business combination.
Participants in Solicitation:
ITHAX, Mondee, and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of ITHAX in connection with the
proposed transaction. Information about the directors and executive
officers of ITHAX is disclosed in ITHAX’s initial public offering
prospectus, which was filed with the SEC on February 1, 2021. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220425005261/en/
Media:
For Mondee: Media MondeePR@ICRinc.com Investor Relations
MondeeIR@ICRinc.com
For ITHAX: Investor Relations
info@ithaxacquisitioncorp.com
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