Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the “Introductory
Note” above is incorporated by reference into this Item 2.01 of this Report. The material terms and conditions of the Business
Combination Agreement described in the Proxy Statement/Prospectus in the section titled “Business Combination Proposal”
beginning on page 140 of the Proxy Statement/Prospectus is incorporated herein by reference.
Prior to and in connection with the Extraordinary
General Meeting, holders of 23,311,532 out of 24,150,000 shares of the ITHAX’s Class A ordinary shares exercised their right to
redeem those shares for cash at a price of approximately $10.02 per share, for an aggregate of approximately $233,586,053.50, which was
paid out of the Trust Account following the Closing.
Immediately after the Closing and following the
redemptions described above and the issuance of the PIPE Shares, New Mondee had the following outstanding securities:
|
• |
80,547,218
shares of New Mondee Common Stock; and |
|
• |
12,075,000 public warrants and 337,500 private placement warrants, each exercisable for one share of New Mondee Common Stock at a price of $11.50 per share. |
FORM 10 INFORMATION
Prior to the Closing, ITHAX was a shell company
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with no operations
and was formed as a vehicle to effect a business combination with one or more operating businesses. Item 2.01(f) of Form 8-K states that
if the registrant was a shell company, as ITHAX was immediately before the Closing, then the registrant must disclose the information
that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, New Mondee
is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information
provided below relates to New Mondee after the consummation of the Business Combination, unless otherwise specifically indicated or the
context otherwise requires.
Cautionary Note Regarding Forward-Looking
Statements
This Report, or some of the information incorporated
herein by reference, contains statements that are forward-looking and as such are not historical facts. This includes, without limitation,
statements regarding the financial position, business strategy and the plans and objectives of management for future operations of New
Mondee. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such
statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Report, words
such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“forecast,” “future,” “intend,” “may,” “might,” “opportunity,”
“plan,” “possible,” “potential,” “predict,” “project,” “propose,”
“seek,” “should,” “strategy,” “strive,” “target,” “will,” “
will be,” “will continue,” “would,” “will likely result” and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When New Mondee discusses
its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of,
as well as assumptions made by and information currently available to, New Mondee’s management. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond New Mondee’s control) or other assumptions that may cause actual
results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more
of these risks or uncertainties materialize, or should any of New Mondee’s assumptions prove incorrect, actual results may vary
in material respects from those projected in these forward-looking statements.
As a result of a number of known and unknown risks
and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these
forward-looking statements. Some factors that could cause actual results to differ include:
|
• |
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changes in domestic and foreign business, market, financial, political, regulatory and legal conditions; |
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• |
|
the Company’s ability to ability to execute its business strategy, including monetization of its products; |
|
• |
|
the Company’s ability to remediate its material weaknesses and maintain
an effective system of internal control over financial reporting; |
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• |
|
the Company’s ability to implement its strategic initiatives and continue to innovate its existing services; |
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• |
|
the Company’s projected financial information, growth rate and market opportunity; |
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• |
|
the ability to maintain the listing of the New Mondee Common Stock and the Warrants on the Nasdaq Capital Market, and the potential liquidity and trading of such securities; |
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• |
|
the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the Company to grow and retain its key employees; |
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• |
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costs related to the Business Combination; |
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• |
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changes in applicable laws or regulations; |
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• |
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the Company’s ability to raise financing in the future and ability to continue as a going concern; |
|
• |
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the Company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors after the Business Combination; |
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• |
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the Company’s ability to maintain relationships with customers and suppliers; |
|
• |
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the Company’s officers and directors allocating their time to other businesses and potentially having conflicts of interest with the Company’s business; |
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• |
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the Company’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
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• |
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the Company’s financial performance; |
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• |
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the Company’s ability to expand or maintain its existing customer base; |
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• |
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the outcome of any legal proceedings that may be instituted against the Company; |
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• |
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other risks and uncertainties set forth in the
Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 73 of the Proxy Statement/Prospectus
and are incorporated herein by reference; |
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• |
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the effect of COVID-19 on the foregoing; and |
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• |
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unfavorable conditions in the Company’s industry, the global economy or global supply chain, including financial and credit market fluctuations, international trade relations, pandemics (such as the COVID-19 pandemic), political turmoil, natural catastrophes, warfare (such as the conflict involving Russia and Ukraine), and terrorist attacks. |
These forward-looking statements are based on
information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve
a number of risks and uncertainties. Accordingly, forward-looking statements in this Current Report on Form 8-K and in any document incorporated
herein by reference should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does
not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether
as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Business
The business of ITHAX and Mondee prior to the
Business Combination is described in the Proxy Statement/Prospectus in the sections titled “Information About ITHAX”
beginning on page 262 of the Proxy Statement/Prospectus and “Information About Mondee” beginning on page 281 of the
Proxy Statement/Prospectus, which are incorporated herein by reference.
Risk Factors
The risks associated with New Mondee’s business
are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 73 of the Proxy
Statement/Prospectus and are incorporated herein by reference.
Financial Information
The information set forth in Item 9.01 of this
Current Report on Form 8-K concerning the financial information of ITHAX and Mondee is incorporated herein by reference.
Unaudited Pro Forma Combined Financial Information
The unaudited pro forma condensed combined financial
information of ITHAX and Mondee as of the three months ended March 31, 2022 and for year ended December 31, 2021 is set forth in Exhibit
99.1 hereto and is incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Reference is made to the disclosure contained
in the Proxy Statement/Prospectus beginning on page 293 in the section titled “Mondee’s Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference. The disclosure set forth
in the “Introductory Note” above is incorporated by reference into this Item 2.01 of this Report. Reference is further
made to the disclosure contained in the Proxy Statement/Prospectus beginning on page 274 in the section titled “ITHAX’s
Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by
reference.
Quantitative and Qualitative Disclosures about Market Risk
Reference is made to the disclosures contained
in the Proxy Statement/Prospectus beginning on page 293 in the section titled “Mondee’s Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference. Reference is further
made to the disclosure contained in the Proxy Statement/Prospectus beginning on page 274 in the section titled “ITHAX’s
Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by
reference.
Properties
The Company’s facilities and office space
are described in the Proxy Statement/Prospectus beginning on page 289 in the section titled “Information About Mondee⸺Properties,”
which is incorporated herein by reference.
Security Ownership of Certain Beneficial
Owners and Management
The following table sets forth beneficial
ownership of New Mondee Common Stock as of the Closing Date (the “Ownership Date”), after giving effect to the
consummation of the Business Combination, the PIPE Financing and actual redemptions from the Trust Account by:
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• |
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each person who is known to be the beneficial owner of more than 5% of issued and outstanding New Mondee Common Stock; |
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• |
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each of the Company’s named executive officers and directors; and |
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• |
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all current executive officers and directors of the Company as a group. |
Beneficial ownership is determined according to
the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or
shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within
60 days of the Ownership Date.
The beneficial ownership of New Mondee Common
Stock is based on 80,547,218 shares of New Mondee Common Stock outstanding as of the Ownership Date.
This table is based upon information supplied
by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC. Unless otherwise indicated, the Company
believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially
owned by them.
|
|
Amount and
Nature of
Beneficial
Ownership |
|
|
Percentage of
Outstanding
Shares |
|
Name and Address of Beneficial Owner |
|
|
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|
|
|
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|
Directors and Executive Officers Post-Business Combination(1) |
|
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|
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Prasad Gundumogula(2)(3) |
|
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66,900,000 |
(6) |
|
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83.1 |
% |
Dan Figenshu |
|
|
119,600 |
|
|
|
* |
|
Venkat Pasupuleti |
|
|
— |
|
|
|
— |
|
Jim Dullum |
|
|
112,000 |
|
|
|
* |
|
Orestes Fintiklis(4) |
|
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5,922,200 |
|
|
|
7.3 |
% |
Asi Ginio |
|
|
* |
|
|
|
* |
|
Mona Aboelnaga Kanaan(5) |
|
|
19,000 |
|
|
|
* |
|
Roopa Purushothaman |
|
|
— |
|
|
|
— |
|
Noor Sweid |
|
|
— |
|
|
|
— |
|
Pradeep Udhas |
|
|
— |
|
|
|
— |
|
All Executive Officers and Directors as a group (10 individuals) |
|
|
73,072,800 |
|
|
|
90.5 |
% |
Greater than Five Percent Holders |
|
|
|
|
|
|
|
|
ITHAX Acquisition Sponsor LLC(4) |
|
|
5,197,200 |
|
|
|
6.4 |
% |
Dimitrios Athanasopoulos |
|
|
5,922,200 |
|
|
|
7.3 |
% |
Mondee Holdings LLC(2) |
|
|
60,800,000 |
|
|
|
75.5 |
% |
| (1) | Unless otherwise indicated, the business address of each of the individuals is 10800 Pecan Park Blvd.,
Suite 315, Austin, Texas 78750. |
| | |
| (2) | 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 shares
of New Mondee Common Stock held of record by Mondee Holdings LLC and may be deemed to have shared beneficial ownership of the shares
of New Mondee Common Stock held directly by Mondee Holdings LLC. |
| | |
| (3) | Includes 2,018,100 shares of New Mondee Common Stock that were transferred
to Mondee, Inc. (a subsidiary of the Company) by Prasad Gundumogula in partial satisfaction of the Mondee Group Note, as amended. |
| | |
| (4) | Includes (i) 6,472,500 ordinary shares
held by Sponsor, of which 6,007,500 are Class B ordinary shares (including the 603,750 Class B ordinary shares, which were converted
to 603,750 shares of New Mondee Class B Common Stock in connection with the Domestication, subject to forfeiture pursuant to the Sponsor
Support Agreement) and 465,000 Class A ordinary shares underlying the private placement units issued in the private placement in connection
with ITHAX’s initial public offering, (ii) 260,000 shares of New Mondee Common Stock that the Sponsor or its affiliates or designees
purchased in the PIPE Financing and (iii) 232,500 private placement warrants held by the Sponsor, which will be exercisable for shares
of New Mondee Common Stock commencing 30 days after the Closing of the Transactions, pursuant to the Amended and Restated Warrant Agreement.
Ithaca Capital Partners 6 LLC, a Delaware limited liability company (“Ithaca Capital”), and GMDA Capital Opportunities Ltd,
an entity organized under the laws of Cyprus (“GMDA”), are the managing members of the Sponsor. Each director has one vote,
and the approval of a majority of the directors is required to approve any action of the Sponsor. Mr. Fintiklis is the sole director
of Ithaca Capital. As such, Mr. Fintiklis has voting and investment discretion with respect to the ordinary shares held of record by
the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. Mr. Fintiklis
disclaims beneficial ownership of any ordinary shares other than to the extent he may have a pecuniary interest therein, directly or
indirectly. Mr. Athanasopoulos, together with Antonios Achilleoudis, Georgios Linatsas, each of whom is a director of AXIA, and Alexandros
Argyros are the shareholders of GMDA. As such, each of Messrs. Athanasopoulos, Achilleoudis, Linatsas and Argyros has voting and investment
discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of
the ordinary shares held directly by the Sponsor. Each of Messrs. Athanasopoulos, Achilleoudis, Linatsas and Argyros disclaims beneficial
ownership of any ordinary shares other than to the extent he may have a pecuniary interest therein, directly or indirectly. |
| | |
| (5) | Consists of 19,000 shares of New Mondee Common Stock owned directly by Ms. Aboelnaga Kanaan’s spouse.
As such, Ms. Aboelnaga Kanaan may be deemed to have shared beneficial ownership of such shares of New Mondee Common Stock owned directly
by her spouse. Ms. Aboelnaga Kanaan disclaims beneficial ownership of any shares of New Mondee Common Stock other than to the extent she
may have a pecuniary interest therein, directly or indirectly, by virtue of her inability to exercise voting or investment power over
such shares of New Mondee Common Stock. |
| | |
| (6) | Includes 2,018,100 shares of New Mondee Common Stock that were transferred to Mondee, Inc. (a
subsidiary of the Company) by Prasad Gundumogula in partial satisfaction of the Mondee Group Note, as amended. |
Directors and Executive Officers
Other than
as disclosed below in Item 5.02 below, the Company’s directors and executive officers are described in the Proxy Statement/Prospectus
in the section entitled “Management of New Mondee Following the Business Combination” beginning on page 319 thereof
and to Item 5.02 of this Current Report on Form 8-K, which are incorporated herein by reference.
Director Independence
Reference is made to the disclosures contained
in the Proxy Statement/Prospectus beginning on page 323 in the section titled “Management of New Mondee Following the Business
Combination⸺Director Independence,” which is incorporated herein by reference.
Executive Compensation
The executive compensation of the Company’s
named executive officers is described in the Proxy Statement/Prospectus in the section titled “Mondee’s Executive and Director
Compensation” beginning on page 315 of the Proxy Statement/Prospectus and that information is incorporated herein by reference.
Director Compensation
The compensation of the Company’s directors
is described in the Proxy Statement/Prospectus in the section titled “Mondee’s Executive and Director Compensation”
beginning on page 315 of the Proxy Statement/Prospectus and that information is incorporated herein by reference.
Certain Relationships and Related Transactions
Certain relationships and related party transactions
of the Company are described in the Proxy Statement/Prospectus in the sections titled “Certain Relationships and Related Person
Transactions⸺ITHAX” and “Certain Relationships and Related Party Transactions⸺Mondee” beginning
on page 330 and 333, respectively, and are incorporated herein by reference. The disclosure set forth in the “Introductory Note”
above is incorporated by reference into this Item 2.01 of this Report.
Legal Proceedings
Reference is made to the disclosure regarding
legal proceedings in the section of the Proxy Statement/Prospectus titled “Information About Mondee⸺Legal Proceedings”
beginning on page 290 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s
Common Equity and Related Stockholder Matters
Market Information and Holders
Prior to the Business Combination, ITHAX’s units, Class A ordinary
shares and ITHAX Public Warrants were historically quoted on the Nasdaq Capital Market under the symbols “ITHXU,” “ITHX”
and “ITHXW,” respectively. On July 18, 2022, the New Mondee Common Stock and the Warrants began trading on the Nasdaq Global
Market under the new trading symbols “MOND” and “MONDW”, respectively. On the Closing Date, the CUSIP numbers
relating to the New Mondee Common Stock and Warrants changed to 465712 107 and 465712 115, respectively.
As a result of the Domestication, all of ITHAX’s
Class A ordinary shares and Class B ordinary shares automatically converted into shares of New Mondee Common Stock on a one-for-one basis.
The ITHAX Public Warrants and the private warrants held by ITHAX Acquisition Sponsor LLC became warrants for New Mondee Common Stock.
As of the Closing Date and following the consummation
of the Business Combination, the Company had 80,547,218 shares of Common Stock issued and outstanding and 12,075,000 Public Warrants outstanding.
As of the Closing Date and following the consummation of the Business Combination, ITHAX’s units ceased trading on the Nasdaq Capital
Market and were separated into their component securities upon consummation of the Business Combination and no fractional warrants were
issued upon the separation.
Dividends
The Company has not paid any cash dividends on
ITHAX’s Class A ordinary shares, ITHAX’s Class B ordinary shares or New Mondee Common Stock to date. Subject to the rights
of holders of preferred stock of New Mondee (if any) and the provisions of the Certificate of Incorporation, as it may be amended from
time to time, holders of New Mondee Common Stock will be entitled to receive such dividends and other distributions in cash, stock or
property of New Mondee when, as and if declared thereon by the Board, in its discretion, from time to time out of assets or funds of New
Mondee legally available therefor. The Company does not anticipate declaring any cash dividends to holders of New Mondee Common Stock
in the foreseeable future.
Recent Sales of Unregistered Securities
Reference is made to the disclosure set forth
below under Item 3.02 of this Report concerning the issuance and sale by New Mondee of certain unregistered securities, which is incorporated
herein by reference.
Description of Registrant’s Securities
to be Registered
The description of the Company’s securities
is contained in the Proxy Statement/Prospectus in the section titled “Description of New Mondee Securities” beginning
on page 337 of the Proxy Statement/Prospectus is incorporated by reference herein.
Indemnification of Directors and Officers
The disclosure set forth in Item 1.01 of this
Report under the section titled “Indemnification Agreements” is incorporated herein by reference into this Item 2.01.
Financial Statements and Supplementary Data
The information set forth in Item 9.01 of this
Report is incorporated by reference into this Item 2.01.
Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
The information set forth in Item 4.01 of this
Report is incorporated by reference into this Item 2.01.