Item 8.01. Other Events.
On June 27, 2022, 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") issued a joint
press release (the "Press Release") announcing that the U.S. Securities and
Exchange Commission declared ITHAX's Registration Statement on Form S-4, as
amended, which includes a prospectus/proxy statement of ITHAX, (File No.
333-263727) (the "Registration Statement") effective on June 27, 2022. The Press
Release also announced that ITHAX established July 15, 2022 as the date for
ITHAX's extraordinary general meeting (the "Meeting") of shareholders to, among
other things, approve the proposed business combination between ITHAX and
Mondee. Only holders of record of ITHAX's ordinary shares at the close of
business on May 13, 2022, the record date, are entitled to vote and have their
votes counted at the Meeting and any adjournment of the Meeting. The definitive
proxy statement/prospectus is first being furnished to ITHAX's shareholders on
or about June 27, 2022 in connection with the Meeting.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit
No. Description
99.1 Press Release, dated June 27, 2022.
104 Cover page Interactive data file (embedded within the inline XBRL document)
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, 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 will be
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
will be 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.
Participants in the 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.
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 will be 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.
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