ITHAX Acquisition Corp. shareholders approved
the previously announced business combination at the Special
Meeting held on July 15, 2022
Transaction Expected to Close July 18, 2022
$70 Million Fully Funded PIPE
ITHAX Acquisition Corp. (“ITHAX”) (Nasdaq: ITHX), a publicly
traded special purpose acquisition company, announced today that
shareholders of record as of May 13, 2022, approved the previously
proposed business combination (the “Business Combination”) with
Mondee Holdings II, Inc. (“Mondee” or “the Company”), the
high-growth, travel technology company and marketplace, supported
by 69.63% of the shares of ITHAX voted at the extraordinary general
meeting of shareholders held on July 15, 2022. Approximately 75.13%
of total outstanding shares voted.
Nine proposals were considered and voted upon by ITHAX’s
shareholders at the extraordinary general meeting, all of which
were approved. The formal results of the vote will be included in a
Current Report on Form 8-K to be filed by with the U.S. Securities
and Exchange Commission by ITHAX.
The transaction includes a $70 million, 100% common equity PIPE
at $10 per share, which has already been funded at the same
valuation as ITHAX’s shareholders, anchored by value-savvy
institutional and strategic investors.
Pursuant to the Business Combination, at the closing, Mondee
will merge with ITHAX and the combined company’s name will be
Mondee Holdings, Inc. (“New Mondee”). Following the closing,
ITHAX’s ordinary shares will convert to shares of common stock of
New Mondee, and New Mondee’s common stock and warrants are expected
to trade on the Nasdaq under the ticker symbol “MOND” and “MONDW”,
respectively.
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, Milan, Athens, and Nicosia. For more information, please
visit https://ithaxacquisitioncorp.com.
About Mondee Holdings II, Inc.:
Mondee Holdings II, 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 the
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.
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 (the “Securities
Act”) 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, as
amended by that Amendment No. 1 to Form S-4, filed with the SEC on
April 26, 2022, that Amendment No. 2 to Form S-4, filed with the
SEC on May 20, 2022, that Amendment No. 3 to Form S-4, filed with
the SEC on June 7, 2022, that Amendment No. 4 to Form S-4, filed
with the SEC on June 13, 2022, that Amendment No. 5 to Form S-4
filed with the SEC on June 21, 2022, and that Amendment No. 6 to
Form S-4 filed with the SEC on June 24, 2022, which includes a
prospectus/proxy statement of ITHAX (the “Registration
Statement”). The Registration Statement was declared effective
by the SEC on June 27, 2022 and the definitive proxy
statement/prospectus was mailed to ITHAX’s shareholders on or about
June 27, 2022. 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 the Registration Statement with the SEC. The Registration
Statement was declared effective by the SEC on June 27, 2022. A
definitive proxy statement/prospectus was mailed to the
shareholders of ITHAX on or about June 27, 2022. ITHAX also plans
to submit or file other documents with the SEC regarding the
proposed transaction. 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 the Registration Statement. The Registration Statement
was declared effective by the SEC on June 27, 2022 and the
definitive proxy statement/prospectus was mailed to ITHAX
shareholders on or about June 27, 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/20220715005436/en/
For Mondee: Media MondeePR@ICRinc.com
Investor Relations MondeeIR@ICRinc.com
For ITHAX: Investor Relations
info@ithaxacquisitioncorp.com
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