Mark One)
2024
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(Exact Name of Registrant as Specified in Its Charter) | ||
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(650) 646-3320 (Issuer’s telephone number)
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| The Nasdaq Stock Market LLC | |||||||||||||
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Large accelerated filer | Accelerated filer | |||||||||||
Non-accelerated filer | ☐ |
| Smaller reporting company | |||||||||
Emerging growth company | ||||||||||||
i
ITHAX ACQUISITION CORP.
| MONDEE HOLDINGS, INC. AND SUBSIDIARIES | |||||||||||
| Condensed Consolidated Balance Sheets | |||||||||||
| (In thousands, except par value and share data) (unaudited) | |||||||||||
| March 31, 2024 | December 31, 2023 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 38,889 | $ | 27,994 | |||||||
| Restricted cash and short-term investments | 8,493 | 7,993 | |||||||||
| Accounts receivable, net of allowance of $3,426 and $5,185 as of March 31, 2024 and December 31, 2023, respectively | 103,589 | 116,632 | |||||||||
| Contract assets, net of allowance of $7 and $7 as of March 31, 2024 and December 31, 2023, respectively | 14,903 | 13,228 | |||||||||
| Amounts receivable from related parties, current portion | 43 | — | |||||||||
| Prepaid expenses and other current assets | 6,338 | 7,250 | |||||||||
| Total current assets | 172,255 | 173,097 | |||||||||
| Property and equipment, net | 19,949 | 17,311 | |||||||||
| Goodwill | 87,522 | 88,056 | |||||||||
| Intangible assets, net | 96,905 | 102,029 | |||||||||
| Amounts receivable from related parties, excluding current portion | — | 43 | |||||||||
| Operating lease right-of-use assets | 3,298 | 3,232 | |||||||||
| Deferred income taxes | 752 | 752 | |||||||||
| Other non-current assets | 8,585 | 7,871 | |||||||||
| TOTAL ASSETS | $ | 389,266 | $ | 392,391 | |||||||
| Liabilities, Redeemable Preferred Stock and Stockholders’ Deficit | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 124,458 | $ | 114,989 | |||||||
| Amounts payable to related parties | 42 | 42 | |||||||||
| Government loans, current portion | 21 | 66 | |||||||||
| Accrued expenses and other current liabilities | 29,602 | 25,115 | |||||||||
| Earn-out liability, net, current portion | 852 | 4,843 | |||||||||
| Deferred revenue, current portion | 5,420 | 5,686 | |||||||||
| Long-term debt, current portion | 11,645 | 10,828 | |||||||||
| Total current liabilities | 172,040 | 161,569 | |||||||||
| Deferred income taxes | 11,968 | 12,334 | |||||||||
| Note payable to related party | 202 | 201 | |||||||||
| Government loans, excluding current portion | 133 | 142 | |||||||||
| Earn-out liability, net, excluding current portion | 5,219 | 4,322 | |||||||||
| Warrant liability | 95 | 137 | |||||||||
| Long-term debt, excluding current portion | 154,549 | 150,679 | |||||||||
| Deferred revenue, excluding current portion | 11,149 | 11,797 | |||||||||
| Operating lease liabilities, excluding current portion | 2,118 | 2,561 | |||||||||
| Other long-term liabilities | 8,176 | 8,073 | |||||||||
| Total liabilities | 365,649 | 351,815 | |||||||||
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| March 31, 2021 |
| December 31, 2020 | ||
| | | (Unaudited) | | | (Audited) |
ASSETS | | | | | | |
Current assets | | | | | | |
Cash | | $ | 813,432 | | $ | 1,000 |
Prepaid expenses | |
| 299,716 | | | — |
Total Current Assets | | | 1,113,148 | | | 1,000 |
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Deferred offering costs | | | — | | | 80,631 |
Cash and marketable securities held in Trust Account | | | 241,539,925 | | | — |
TOTAL ASSETS | | $ | 242,653,073 | | $ | 81,631 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY | |
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Current liabilities | | | | | | |
Accounts payable and accrued expenses | | $ | 11,073 | | $ | — |
Accrued offering costs | | | 32,966 | | | 17,966 |
Promissory note – related party | | | — | | | 43,556 |
Total Current Liabilities | | | 44,039 | | | 61,522 |
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Deferred underwriting fee payable | |
| 9,082,500 | | | — |
Warrant liabilities | |
| 10,554,000 | | | — |
Total Liabilities | |
| 19,680,539 | | | 61,522 |
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Commitments | |
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Class A ordinary shares subject to possible redemption 21,797,253 and 0 shares at redemption value as of March 31, 2021 and December 31, 2020, respectively | | | 217,972,530 | | | — |
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Shareholders’ Equity | |
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Preference shares, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding | |
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Class A ordinary shares, $0.001 par value; 100,000,000 shares authorized; 3,027,747 and 0 shares issued and outstanding (excluding 21,797,253 and 0 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively | |
| 3,028 | | | — |
Class B ordinary shares, $0.001 par value; 10,000,000 shares authorized; 6,037,500 shares issued and outstanding as of March 31, 2021 and December 31, 2020 | |
| 6,038 | | | 5,031 |
Additional paid-in capital | |
| 4,864,435 | | | 19,969 |
Retained earnings (Accumulated deficit) | |
| 126,503 | | | (4,891) |
Total Shareholders’ Equity | |
| 5,000,004 | | | 20,109 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 242,653,073 | | $ | 81,631 |
| MONDEE HOLDINGS, INC. AND SUBSIDIARIES | |||||||||||
| Condensed Consolidated Balance Sheets | |||||||||||
| (In thousands, except par value and share data) (unaudited) | |||||||||||
| March 31, 2024 | December 31, 2023 | ||||||||||
| Commitments and contingencies (Note 10) | |||||||||||
| Redeemable preferred stock | |||||||||||
| Series A preferred stock – 250,000,000 shares authorized, $0.0001 par value, 96,300 shares issued and outstanding as of March 31, 2024 and December 31, 2023 (liquidation preference $113,984 and $110,180 as of March 31, 2024 and December 31, 2023, respectively) | 110,796 | 105,804 | |||||||||
| Stockholders’ deficit | |||||||||||
| Common stock – 500,000,000 Class A and 250,000,000 Class C shares authorized, $0.0001 par value, 85,197,929 and 83,252,040 Class A shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 9 | 8 | |||||||||
| Treasury stock - 4,623,532 and 4,623,532 shares of Class A Common Stock as of March 31, 2024 and December 31, 2023, respectively | (32,088) | (32,088) | |||||||||
| Additional paid-in capital | 306,836 | 306,326 | |||||||||
| Accumulated other comprehensive (losses) gains | (1,406) | 1,598 | |||||||||
| Accumulated deficit | (360,530) | (341,072) | |||||||||
| Total stockholders’ deficit | (87,179) | (65,228) | |||||||||
| TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | $ | 389,266 | $ | 392,391 | |||||||
The accompanying notes are an integral part of the unauditedthese condensed consolidated financial statements.
1
ITHAX ACQUISITION CORP.
CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2021
(UNAUDITED)
MONDEE HOLDINGS, INC. AND SUBSIDIARIES
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Formation and operational costs |
| | 102,055 |
Loss from operations | | | (102,055) |
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Other income (expense): | | | |
Interest earned on marketable securities held in Trust Account | | | 18,916 |
Unrealized gain on marketable securities held in Trust Account | | | 21,009 |
Transaction costs allocated to warrant liabilities | | | (675,351) |
Change in fair value of warrant liabilities | | | 868,875 |
Other income, net | | | 233,449 |
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Net income | | $ | 131,394 |
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Weighted average shares outstanding of Class A redeemable ordinary shares | |
| 21,716,916 |
Basic and diluted income per share, Class A redeemable ordinary shares | | $ | 0.00 |
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Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares | |
| 7,760,487 |
Basic and diluted net income per share, Class A and Class B non-redeemable ordinary shares | | $ | 0.01 |
In thousands, except stock and per share data
) (unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Revenues, net | $ | 58,021 | $ | 49,929 | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Sales and marketing expenses | 40,267 | 37,445 | |||||||||||||||||||||
| Personnel expenses, including stock-based compensation of $5,246 and $2,156, respectively | 13,216 | 7,466 | |||||||||||||||||||||
| General and administrative expenses, including non-employee stock-based compensation of $55 and $405, respectively | 5,785 | 4,494 | |||||||||||||||||||||
| Information technology expenses | 2,069 | 923 | |||||||||||||||||||||
| Provision for credit losses, net | (403) | (667) | |||||||||||||||||||||
| Depreciation and amortization | 5,563 | 3,386 | |||||||||||||||||||||
| Restructuring expense, net | (289) | 1,529 | |||||||||||||||||||||
| Total operating expenses | 66,208 | 54,576 | |||||||||||||||||||||
| Loss from operations | (8,187) | (4,647) | |||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest income | 169 | 347 | |||||||||||||||||||||
| Interest expense | (9,932) | (8,217) | |||||||||||||||||||||
| Changes in fair value of warrant liability | 42 | (21) | |||||||||||||||||||||
| Other (expense) income, net | (905) | 322 | |||||||||||||||||||||
| Total other expense, net | (10,626) | (7,569) | |||||||||||||||||||||
| Loss before income taxes | (18,813) | (12,216) | |||||||||||||||||||||
| Provision for income taxes | (645) | (699) | |||||||||||||||||||||
| Net loss | (19,458) | (12,915) | |||||||||||||||||||||
| Cumulative dividends allocated to preferred stockholders | (3,805) | — | |||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (23,263) | $ | (12,915) | |||||||||||||||||||
| Net loss attributable per share to common stockholders | |||||||||||||||||||||||
| Basic and diluted | $ | (0.30) | $ | (0.15) | |||||||||||||||||||
| Weighted-average shares used to compute net loss attributable per share to common stockholders | |||||||||||||||||||||||
| Basic and diluted | 78,468,479 | 83,748,712 | |||||||||||||||||||||
2
ITHAX ACQUISITION CORP.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2021
(UNAUDITED)
MONDEE HOLDINGS, INC. AND SUBSIDIARIES
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| | | | | | | | | | | | | | | (Accumulated | | | | |
| | Class A | | Class B | | Additional | | Deficit) | | Total | |||||||||
| | Ordinary Shares | | Ordinary Shares | | Paid-in | | Retained | | Shareholders’ | |||||||||
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| Amount |
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| Earnings |
| Capital |
| Earnings |
| Equity | |||||
Balance — January 1, 2021 | | — | | $ | — | | 6,037,500 | | $ | 6,038 | | $ | 18,962 | | $ | (4,891) | | $ | 20,109 |
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Sale of 24,150,000 Units, net of underwriting discounts, initial fair value of Public Warrants, and offering expenses | | 24,150,000 | | | 24,150 | | — | | | — | | | 216,360,315 | | | 0 | | | 216,384,465 |
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Sale of 675,000 Private Placement Units, net of initial fair value of Private Warrants and offering costs | | 675,000 | | | 675 | | — | | | — | | | 6,435,891 | | | 0 | | | 6,436,566 |
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Class A ordinary shares subject to redemption | | (21,797,253) | | | (21,797) | | — | | | — | | | (217,950,733) | | | 0 | | | (217,972,530) |
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Net income |
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| 0 | | | 131,394 | | | 131,394 |
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Balance — March 31, 2021 |
| 3,027,747 | | $ | 3,028 | | 6,037,500 | | $ | 6,038 | | $ | 4,867,800 | | $ | 126,503 | | $ | 5,000,004 |
In thousands
) (unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Net loss | $ | (19,458) | $ | (12,915) | |||||||||||||||||||
| Other comprehensive (loss), net of tax | |||||||||||||||||||||||
| (Loss) on currency translation adjustment | (3,004) | (9) | |||||||||||||||||||||
| Comprehensive loss | $ | (22,462) | $ | (12,924) | |||||||||||||||||||
3
ITHAX ACQUISITION CORP.
| Mezzanine Equity | Stockholders' Deficit | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock | Class A Common Stock | Treasury Stock | Additional Paid-in- Capital | Accumulated Other Comprehensive Gains (Losses) | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | 96,300 | $ | 105,804 | 83,252,040 | $ | 8 | 4,623,532 | $ | (32,088) | $ | 306,326 | $ | 1,598 | $ | (341,072) | $ | (65,228) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | 5,301 | — | — | 5,301 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock through employee stock plans | — | — | 64,087 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding related to vesting of restricted stock units | — | — | (18,197) | — | — | — | (59) | — | — | (59) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | — | — | — | — | (3,004) | — | (3,004) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | (19,458) | (19,458) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of Purplegrids | — | — | 1,899,999 | 1 | — | — | — | — | — | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrual of dividends and accretion of redeemable Series A preferred stock, net | — | 4,992 | — | — | — | — | (4,732) | — | — | (4,732) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | 96,300 | $ | 110,796 | 85,197,929 | $ | 9 | 4,623,532 | $ | (32,088) | $ | 306,836 | $ | (1,406) | $ | (360,530) | $ | (87,179) | |||||||||||||||||||||||||||||||||||||||||||||||||||
(UNAUDITED)
2024 and 2023
| Mezzanine Equity | Stockholders' Deficit | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Class A Common Stock | Shareholder Receivable | Additional Paid-in-Capital | Accumulated Other Comprehensive Gains (Losses) | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | 85,000 | 82,597 | 82,266,160 | 7 | (20,336) | 271,883 | (621) | (280,255) | (29,322) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | — | — | — | 2,561 | — | — | 2,561 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | — | (9) | — | (9) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | (12,915) | (12,915) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of shareholder receivable | — | — | — | — | 20,336 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares in escrow for Orinter acquisition | — | — | 1,726,405 | 1 | — | 16,037 | — | — | 16,038 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrual of dividends and accretion of redeemable series A preferred stock | — | 3,058 | — | — | — | (3,058) | — | — | (3,058) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | 85,000 | $ | 85,655 | 83,992,565 | $ | 8 | $ | — | $ | 287,423 | $ | (630) | $ | (293,170) | $ | (26,705) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | (19,458) | $ | (12,915) | |||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities | |||||||||||
| Depreciation and amortization | 5,563 | 3,386 | |||||||||
| Deferred taxes | — | 11 | |||||||||
| Provision for credit losses, net | (403) | (667) | |||||||||
| Stock-based compensation | 5,301 | 2,561 | |||||||||
| Non-cash lease expense | 326 | — | |||||||||
| Amortization of loan origination fees | 1,867 | 2,035 | |||||||||
| Payment in kind interest expense | 5,482 | 1,381 | |||||||||
| Unrealized (gain) loss on foreign currency exchange derivatives | (3) | 12 | |||||||||
| Change in the estimated fair value of earn-out consideration and warrants | 1,197 | 192 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 10,668 | (17,935) | |||||||||
| Contract assets | (1,675) | 1,294 | |||||||||
| Prepaid expenses and other current assets | 922 | (550) | |||||||||
| Operating lease right-of-use assets | — | (331) | |||||||||
| Other non-current assets | (771) | (278) | |||||||||
| Amounts payable to related parties | — | 164 | |||||||||
| Accounts payable | 14,761 | 10,950 | |||||||||
| Accrued expenses and other liabilities | (3,363) | 449 | |||||||||
| Deferred revenue | (914) | (2) | |||||||||
| Operating lease liabilities | (839) | 264 | |||||||||
| Net cash provided by (used in) operating activities | 18,661 | (9,979) | |||||||||
| Cash flows from investing activities | |||||||||||
| Capital expenditures | (4,881) | (1,968) | |||||||||
| Cash paid for acquisitions, net of cash acquired | — | (18,304) | |||||||||
| Purchase of restricted short term investments | — | (235) | |||||||||
| Sale of restricted short term investments | — | 62 | |||||||||
| Net cash used in investing activities | (4,881) | (20,445) | |||||||||
| Cash flows from financing activities | |||||||||||
| Repayment of debt | (1,152) | (2,063) | |||||||||
| Payment of preferred stock offering costs | (28) | (2,222) | |||||||||
| Loan origination fee for long term debt | (79) | (616) | |||||||||
| Payments of tax on vested restricted stock units | (743) | — | |||||||||
| Proceeds from long term debt | — | 15,000 | |||||||||
| Net cash (used in) provided by financing activities | (2,002) | 10,099 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | (370) | (14) | |||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | 11,408 | (20,339) | |||||||||
| Cash and cash equivalents and restricted cash at beginning of period | 34,665 | 78,841 | |||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | 46,073 | $ | 58,502 | |||||||
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Cash Flows from Operating Activities: |
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Net income | | $ | 131,394 |
Adjustments to reconcile net income to net cash used in operating activities: | |
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Change in fair value of warrant liabilities | | | (868,875) |
Transaction costs allocated to warrant liabilities | | | 675,351 |
Interest earned on marketable securities held in Trust Account | | | (18,916) |
Unrealized gain on marketable securities held in Trust Account | | | (21,009) |
Changes in operating assets and liabilities: | |
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Prepaid expenses | | | (299,716) |
Accounts payable and accrued expenses | | | 11,073 |
Net cash used in operating activities | |
| (390,698) |
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Cash Flows from Investing Activities: | | | |
Investment of cash into Trust Account | | | (241,500,000) |
Net cash used in investing activities | | | (241,500,000) |
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Cash Flows from Financing Activities | |
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Proceeds from initial public offering, net of underwriting discounts paid | | $ | 236,250,000 |
Proceeds from sale of Private Placement Units | | | 6,750,000 |
Proceeds from promissory note – related party | |
| 44,708 |
Repayment of promissory note – related party | |
| (88,264) |
Payment of offering costs | |
| (253,314) |
Net cash provided by financing activities | | $ | 242,703,130 |
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Net Change in Cash | |
| 812,432 |
Cash – Beginning of period | |
| 1,000 |
Cash – End of period | | $ | 813,432 |
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Non-Cash investing and financing activities: | |
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Offering costs included in accrued offering costs | | $ | 32,966 |
Initial classification of Class A ordinary share subject to possible redemption | | $ | 217,165,785 |
Change in value of Class A ordinary share subject to possible redemption | | $ | 806,745 |
Deferred underwriting fee payable | | $ | 9,082,500 |
Initial classification of warrant liabilities | | $ | 11,422,875 |
In thousands) (unaudited)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Supplemental cash flow information | |||||||||||
| Cash paid for interest | $ | 2,620 | $ | 5,025 | |||||||
| Cash paid for income taxes, net of refunds | (49) | 4 | |||||||||
| Cash paid for LBF US divestiture and transition service expense | 579 | — | |||||||||
| Non-cash financing and investing activities | |||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 398 | $ | 572 | |||||||
| Fair value of Class A Common Stock issued in connection with acquisitions | — | 16,037 | |||||||||
| Fair value of earn-out liabilities issued in connection with acquisitions | — | 3,719 | |||||||||
| Shares withheld for tax withholding on vesting of restricted stock units | 59 | — | |||||||||
| Accrued Series A preferred stock dividend | 3,805 | — | |||||||||
| Interest capitalized for software development | 194 | — | |||||||||
| Unpaid offering costs | 365 | — | |||||||||
| Unpaid loan origination fee for long term debt | 1,500 | — | |||||||||
| Property and equipment included in accounts payable | 75 | — | |||||||||
4
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
NOTE MONDEE HOLDINGS, INC. AND SUBSIDIARIES
ITHAX Acquisition Corp. (the “Company”)
The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growthrapid-growth, travel technology company and as such, the Company is subject to allmarketplace with a portfolio of the risks associated with early stage and emerging growth companies.
As of March 31, 2021, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating incomeglobally recognized brands in the form of interest income from the proceeds derived from the Initial Public Offering.
The registration statement for the Company’s Initial Public Offering became effective on January 27, 2021. On February 1, 2021, the Company consummated the Initial Public Offering of 24,150,000 units (the “Units”leisure and with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,150,000 Units, at $10.00 per Unit, generating gross proceeds of $241,500,000 which is described in Note 5.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 675,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to ITHAX Acquisition Sponsor LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”), generating gross proceeds of $6,750,000, which is described in Note 4.
Transaction costs amounted to $14,681,445, consisting of $5,250,000 of underwriting fees, $9,082,500 of deferred underwriting fees and $348,945 of other offering costs.
Following the closing of the Initial Public Offering on February 1, 2021, an amount of $241,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
5
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
The Company will provide the holders of its issued and outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes payable), divided by the number of then issued and outstanding Public Shares. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 6), Private Placement Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.
6
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The Sponsor and the Company’s officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares, Private Placement Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination by February 1, 2023 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity.
The Company will have until February 1, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The Sponsor and the Company’s officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s officers or directors acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account 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 which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
7
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Liquidity and Capital Resources
As of March 31, 2021, the Company had cash of $813,432 not held in the Trust Account and available for working capital purposes. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating our business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to our Business Combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the public shares upon consummation of our Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet our obligations.
NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT
The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (as defined in Note 5, and collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of shares, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement.
8
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary shares. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s ordinary shares if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Units are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.
As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of February 1, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.
The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash.
| | | | | | | | | |
| | As |
|
| |
|
| | |
| | Previously | | As | | | | ||
|
| Reported |
| Adjustments |
| Revised | |||
| | | | | | | | | |
Balance sheet as of February 1, 2021 (audited) |
| |
|
| |
|
| |
|
Warrant Liabilities | | $ | — | | $ | 11,422,875 | | $ | 11,422,875 |
Total Liabilities | | | 9,130,466 | | | 11,422,875 | | | 20,553,341 |
Class A Ordinary Shares Subject to Possible Redemption | |
| 228,588,660 | |
| (11,422,875) | |
| 217,165,785 |
Class A Ordinary Shares | |
| 1,966 | |
| 1,142 | |
| 3,108 |
Additional Paid-in Capital | |
| 4,996,891 | |
| 674,209 | |
| 5,671,100 |
Accumulated Deficit | |
| (4,891) | |
| (675,351) | |
| (680,242) |
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
9
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The accompanyingfull year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectusaudited consolidated financial statements and related notes included in our Annual Report on Form 10-K for its Initial Public Offering asthe year ended December 31, 2023, previously filed with the SEC on January 27, 2021, as well asSEC.
Emerging Growth Company
The Company 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 companiesits wholly-owned subsidiaries, including but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptionsacquired businesses from the requirementsdates of holding a nonbinding advisory vote on executive compensationacquisition. All intercompany accounts and shareholder 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 thattransactions 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.been eliminated in consolidation. 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. The Company 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, the Company, 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 comparisonfunctional currency of the Company’s financialsubsidiaries is generally the respective local currency. For international operations, assets and liabilities are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Income statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted outamounts are translated at monthly average exchange rates applicable for the period. Translation gains and losses are included as a component of usingaccumulated other comprehensive losses in the extended transition period difficult or impossible becauseaccompanying condensed consolidated balance sheets. Foreign currency transaction gains and losses are included in other expense, net in the accompanying condensed consolidated statements of the potential differences in accounting standards used.
operations.
Makingperiods. We evaluate our estimates requires management to exercise significant judgment. It is at least reasonably possibleon an ongoing basis. We base our estimates on our historical experience and also on assumptions that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, thewe believe are reasonable; however, actual results could significantly differ significantly from those estimates.
short-term investments
10
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
Cash and marketable Securities Held in Trust Account
At March 31, 2021, substantially all of the assets held in the Trust Account were held in in US Treasury Securities. At December 31, 2020, there were 0 assets held in the Trust Account.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.
Offering Costs
Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $14,681,445 were charged to shareholders’ equity upon the completion of the Initial Public Offering, and $675,351 of the offering costs were related to the warrant liabilities and charged to the statement of operations. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the IPO. Accordingly, on January 28, 2021, offering costs totaling $14,681,445 (consisting of $5,250,000 in underwriters’ discount, $9,082,500 in deferred underwriters’ discount, and $348,945 other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities of $675,351 have been expensed and presented as non-operating expenses in the statement of operations and offering costs associated with the Class A ordinary shares have been charged to shareholders’ equity.
Warrant Liabilities
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
11
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private Placement Warrants are estimated using a Black-Scholes option pricing model, and the fair value of the Public Warrants are estimated using a Monte Carlo Model (see Note 10).
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
Net income per Ordinary Share
Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 12,415,500 shares in the calculation of diluted loss per share, since the exercise price of the warrants was above the average market price for the period.
The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted, for Class A ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance.
Net income per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period.
Non-redeemable ordinary shares includes Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.
12
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The following table reflectsprovides a reconciliation of cash and cash equivalents and restricted cash to amounts reported within the calculationconsolidated balance sheets and to the total amounts presented in our condensed consolidated statements of basiccash flows (in thousands):
| March 31, 2024 | December 31, 2023 | ||||||||||
| Cash and cash equivalents | $ | 38,889 | $ | 27,994 | |||||||
| Restricted cash presented in restricted cash and short-term investments | 7,184 | 6,672 | |||||||||
| Total cash, cash equivalents and restricted cash | $ | 46,073 | $ | 34,666 | |||||||
| | | |
| | Three Months | |
| | Ended | |
| | March 31, | |
| | 2021 | |
Redeemable Class A Ordinary Shares | | | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | |
| |
Interest earned on marketable securities held in Trust Account and unrealized gains | | $ | 36,028 |
Net income allocable to shares subject to possible redemption | | $ | 36,028 |
Denominator: Weighted Average Redeemable Class A Ordinary Shares | |
| |
Basic and diluted weighted average shares outstanding | | | 21,716,916 |
Basic and diluted net income per share | | $ | 0.00 |
Non-Redeemable Class A and Class B Ordinary Shares | | | |
Numerator: Net Loss minus Net Earnings | | | |
Net income | | $ | 131,394 |
Net income allocable to Redeemable Class A Ordinary Shares | | | (36,028) |
Non-Redeemable Net Loss | | $ | 95,358 |
Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Shares | | | |
Basic and diluted weighted average shares outstanding | | | 7,760,487 |
Basic and diluted net income per share | | $ | 0.01 |
Concentration of Credit Risk
an allowance for doubtful accounts. We make estimates of expected credit losses for our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history continually updated for new collections data, the credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect our ability to collect from customers. The provision for estimated credit losses is recorded in accounts receivable, net of allowance on our condensed consolidated balance sheets.
Fair Value of Financial Instruments
The fair valuereceivable. Significant concentrations are those that represent more than 10% of the Company’s assetstotal revenue or total accounts receivable and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
NOTE 4. PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 24,150,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,150,000 Units, at a price of $10.00 per Unit. Each Unit consists of 1 Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase 1 Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).
13
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
NOTE 5. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 675,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $6,750,000, in a private placement. The Sponsor purchased 465,000 Private Placement Units and Cantor purchased 210,000 Private Placement Units. Each Private Placement Unit consists of one Class A ordinary share ("Private Placement Share" or, collectively, "Private Placement Shares") and one-half of one redeemable warrant (each, a "Private Placement Warrant"). Each whole Private Placement Warrant is exercisable to purchase 1 Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will expire worthless.
NOTE 6. RELATED PARTY TRANSACTIONS
Founder Shares
On October 6, 2020, the Sponsor paid an aggregate of $25,000 to cover certain offering costs of the Company in consideration for 5,031,250 shares of the Company’s Class B ordinary shares (the “Founder Shares”). On October 16, 2020, the Sponsor transferred 20,000 of the founder shares to members of the management team. On January 27, 2021, the Company effectuated a stock dividend of 0.2 shares for each share outstanding, resulting in an aggregate of 6,037,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 787,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Founder Shares will equal, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 787,500 Founder Shares are no longer subject to forfeiture.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Administrative Services Agreement
The Company entered into an agreement, commencing January 27, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, secretarial, and administrative support services. For the three months ended March 31, 2021, the Company incurred and paid $20,000 in fees for these services.
14
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
Promissory Note — Related Party
On October 6, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $88,264 was repaid at the closing of the Initial Public Offering on February 1, 2021.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. Such warrants would be identical to the Private Placement Unis. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.
NOTE 7. COMMITMENTS
Registration and Shareholder Rights
Pursuant to a registration rights agreement entered into on January 27, 2021, the holders of the Founder Shares (and any Class A ordinary shares issued upon conversion of the Founder Shares), Private Placement Units (and the underlying securities), and units (and the underlying securities) that may be issued on conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to 3 demands, excluding short form demands, that the Company register the offer and sale of such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register the resale of such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 21,000,000 Units sold in the Initial Public Offering, or $7,350,000, and (ii) 6% of the gross proceeds from the Units sold pursuant to the over-allotment option, or up to $1,732,500. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
15
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
NOTE 8. SHAREHOLDERS’ EQUITY
Preference Shares— The Company is authorized to issue 1,000,000 preference shares with a par value of $0.001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021 and December 31, 2020, there were 0 preference shares issued and outstanding.
Class A Ordinary Shares — The Company is authorized to issue 100,000,000 Class A ordinary shares with a par value of $0.001 per share. Holders of Class A ordinary shares are entitled to 1 vote for each share. At March 31, 2021, there were 3,027,747 Class A ordinary shares issued and outstanding, excluding 21,797,253 Class A ordinary shares subject to possible redemption. At December 31, 2020, there were 0 Class A ordinary shares issued or outstanding.
Class B Ordinary Shares — The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $0.001 per share. Holders of Class B ordinary shares are entitled to 1 vote for each share.contract assets. As of March 31, 20212024, there was one financial institution with other receivable balances accounted for more than 10% of total accounts receivable and December 31, 2020 there were 6,037,500 Class B ordinary shares issued and outstanding.
Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, and Private Placement Shares and any private placement-equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company).
NOTE 9. WARRANTS
Warrants— As of March 31, 2021, there were 12,075,000 Public Warrants outstanding.contract assets. As of December 31, 2020 there were 0 Public Warrants outstanding. Public Warrants may only be exercised2023 three parties accounted for a whole numbermore than 10% of shares. No fractional sharestotal accounts receivable and contract assets. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprises of amounts due from affiliates, airline companies, GDS service providers and financing
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.
16
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the offer and sale of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the offer and sale of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the offer and sale of the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.
Once the warrants become exercisable, the Company may redeem the Public Warrants:
If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
17
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K. The adoption is not expected to have a material impact on the Company's consolidated financial statements as these requirements were previously incorporated under the SEC Regulations.
At March 31, 2021, there were 337,500 Private Placement Warrants outstanding. As ofapplicable statutory income tax rate). This standard is effective for annual consolidated financial statements for years ending after December 31, 2020 there were 0 Private Placement Warrants outstanding.2024 for public entities. The Private Placement Warrants are identical toCompany is currently evaluating the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exerciseimpact of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completionthis standard on its consolidated financial statements.
NOTE 10.
MEASUREMENT
period.
18
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The following table presents information about the Company’s assets that arewere measured at fair value, on a recurring basis (in thousands):
| March 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Foreign currency exchange derivatives(1) | $ | — | $ | 31 | $ | — | $ | 31 | |||||||||||||||
Private placement warrant liability(2) | — | — | 95 | 95 | |||||||||||||||||||
Orinter earn-out consideration(3) | 3,333 | — | 4,010 | 7,343 | |||||||||||||||||||
Consolid earn-out consideration(4) | — | — | 1,000 | 1,000 | |||||||||||||||||||
Interep earn-out consideration(5) | 1,000 | — | 1,470 | 2,470 | |||||||||||||||||||
Skypass earn-out consideration(6) | — | — | 147 | 147 | |||||||||||||||||||
| Total liabilities | $ | 4,333 | $ | 31 | $ | 6,722 | $ | 11,086 | |||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Foreign currency exchange derivatives(1) | $ | — | $ | 300 | $ | — | $ | 300 | |||||||||||||||
Private placement warrant liability(2) | — | — | 137 | 137 | |||||||||||||||||||
Orinter earn-out consideration(3) | — | — | 6,540 | 6,540 | |||||||||||||||||||
Consolid earn-out consideration(4) | — | — | 780 | 780 | |||||||||||||||||||
Interep earn-out consideration(5) | — | — | 2,240 | 2,240 | |||||||||||||||||||
Skypass earn-out consideration(6) | — | — | 161 | 161 | |||||||||||||||||||
| Total liabilities | $ | — | $ | 300 | $ | 9,858 | $ | 10,158 | |||||||||||||||
| (1) | The Company uses foreign currency forwards contracts with maturities of up to 10 months to hedge a portion of anticipated exposures. The foreign currency exchange derivatives are recognized on the condensed consolidated balance sheet at fair value within accrued expenses and other current liabilities. | ||||
| (2) | On February 1, 2021, with the closing of its initial public offering, ITHAX consummated the sale of 675,000 private placement units, including the exercise by the underwriters of their over-allotment option. As of March 31, 2024, the Company had 232,500 private placement warrants outstanding. | ||||
| (3) | The Orinter earn-out consideration represents arrangements to pay the former owners of Orinter, which was acquired by the Company in 2023. The undiscounted maximum payment under the arrangement is $10 million. As of March 31, 2024, no payments have been made. The earn-out payable in Level 1 is included in Accrued expenses and other current liabilities; earn-out consideration in Level 3 is included in Earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets. | ||||
| (4) | The Consolid earn-out consideration represents arrangements to pay the former owners of Consolid, which was acquired by the Company in 2023. The Company may be required to make earn-out payments up to an aggregate of $1 million and 400,000 shares of common stock contingent on Consolid meeting certain adjusted EBITDA targets. As of March 31, 2024, no payments have been made. | ||||
| (5) | The Interep earn-out consideration represents arrangements to pay the former owners and key executives of Interep, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to $3 million contingent upon Interep reaching specified EBITDA targets by the end of fiscal year 2025. As of March 31, 2024, no payments have been made. The earn-out payable in Level 1 is included in Accrued expenses and other current liabilities; earn-out consideration in Level 3 is included in Earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets. | ||||
| (6) | The Skypass earn-out consideration represents arrangements to pay the former owners of Skypass, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to an aggregate of 1,800,000 shares of common stock contingent on Skypass meeting certain adjusted EBITDA targets. In the event the EBITDA target is exceeded, the Company is required to pay on any excess of the EBITDA target, settled in shares. The number of shares payable will be calculated based on the market value of the Company’s Class A Common Stock at settlement date. As of March 31, 2024, no payments have been made. | ||||
| | | | | |
|
| |
| March 31, | |
Description | | Level |
| 2021 | |
Assets: |
|
|
| |
|
Marketable securities held in Trust Account |
| 1 | | $ | 241,539,925 |
| | | | | |
Liabilities: |
|
|
| | |
Warrant Liability – Public Warrants | | 1 | | $ | 10,263,750 |
Warrant Liability – Private Placement Warrants |
| 3 | | $ | 290,250 |
The Warrants were accounted forforeign currency exchange derivatives outstanding as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanyingof March 31, 2021 condensed2024 and December 31, 2023 is $4.2 million and $9.6 million, respectively. The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheet.sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within changeof the foreign currency exchange derivatives are recorded in other expense, net in the condensed consolidated statement of operations. For the three months ended March 31, 2024 and 2023, the Company recorded gains of $0.2 million and $0.1 million, respectively, in other expense, net.
Realized gains and losses from the settlement of the derivative assets and liabilities are classified as operating activities on the condensed consolidated statement of cash flows.
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Balance, beginning of period | $ | 9,721 | $ | — | ||||||||||
| Additions of earn-out consideration with the acquisition of Orinter | — | 3,719 | ||||||||||||
| Change in the estimated fair value of earn-out consideration | 1,239 | 171 | ||||||||||||
| Transfer to Level 1 earn-out payable | (4,333) | — | ||||||||||||
| Balance, end of the period | $ | 6,627 | $ | 3,890 | ||||||||||
| Orinter | Interep | Consolid | Skypass | |||||||||||||||||||||||
| Cost of equity | 23.5 | % | 27.5 | % | 28.0 | % | 21.0 | % | ||||||||||||||||||
| EBITDA volatility | 66.0 | % | 66.0 | % | 59.0 | % | 59.0 | % | ||||||||||||||||||
| Equity volatility | 93.0 | % | 93.0 | % | 95.0 | % | 83.0 | % | ||||||||||||||||||
| Required metric risk premium | 16.5 | % | 19.5 | % | 14.5 | % | 15.0 | % | ||||||||||||||||||
| Risk-neutral adjustment factor | 0.83 - 0.96 | 0.80 - 0.96 | 0.97 - 0.99 | 0.77 - 0.97 | ||||||||||||||||||||||
19
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The inputs used in the Black-Scholes model for Private Units and the Monte Carlo Model for Public Units is as follows:
| | | | | | | | | | |
| | February 1, 2021 | | | | | ||||
| | (Initial Measurement) | | March 31, 2021 |
| |||||
| | Public | | Private | | Private |
| |||
Input | | Warrants | | Warrants | | Warrants | | |||
Ordinary Share Price |
| $ | 9.55 | | | 9.55 | | $ | 9.76 | |
Exercise Price | | $ | 11.50 | | | 11.50 | | $ | 11.50 | |
Expected Life (in years) | | | 5 | | | 5 | | | 5 | |
Risk Free Interest Rate | | | 0.49 | % | | 0.49 | % | | 1.00 | % |
Volatility | | | 19.00 | % | | 19.00 | % | | 16.00 | % |
Dividend Yield | | | 0.00 | % | | 0.00 | % | | 0.00 | % |
Redemption Trigger (20 of 30 trading days) | | $ | 18.00 | | | | | | | |
The following table presents the changes in the fair value of warrant liabilities:
| | | | | | | | | |
| | Private Placement |
| Public |
| Warrant Liabilities | |||
Fair value as of January 1, 2021 | | $ | 0 | | $ | 0 | | $ | 0 |
Initial measurement on February 1st, 2021 | |
| 313,875 | |
| 11,109,000 | |
| 11,422,875 |
Change in valuation inputs or other assumptions | |
| (23,625) | |
| (845,250) | |
| (868,875) |
Fair value as of March 31, 2021 | |
| 290,250 | |
| 10,263,750 | |
| 10,554,000 |
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurementearn-out liabilities during the three months ended March 31, 2021.
2024 and 2023, respectively, recorded as general and administrative expenses within the condensed consolidated statements of operations.
| Three Months Ended March 31, | ||||||||||||||
| (in thousands) | 2024 | 2023 | ||||||||||||
| Balance, beginning of period | $ | 137 | $ | 1,293 | ||||||||||
| Change in the estimated fair value of warrants | (42) | 21 | ||||||||||||
| Balance, end of the period | $ | 95 | $ | 1,314 | ||||||||||
March 31, 2024 December 31, 2023 Stock price $2.31 $2.76 Term (in years) 3.3 3.6 Expected volatility 75.0% 73.0% Risk-free rate 4.5% 4.0% Dividend yield —% —%
| Three Months Ended March 31, | ||||||||||||||
| (in thousands) | 2024 | 2023 | ||||||||||||
| Travel Marketplace revenues | $ | 57,757 | $ | 49,549 | ||||||||||
| Travel Transaction revenues | 54,444 | 46,082 | ||||||||||||
| Air | 28,412 | 36,760 | ||||||||||||
| Travel Package | 15,966 | 6,592 | ||||||||||||
| Hotel | 7,491 | 1,804 | ||||||||||||
| Other | 2,575 | 926 | ||||||||||||
| Fintech Program revenues | 3,313 | 3,467 | ||||||||||||
| SaaS Platform revenues | 264 | 380 | ||||||||||||
| Subscription services revenue | 264 | 380 | ||||||||||||
| Revenues, net | $ | 58,021 | $ | 49,929 | ||||||||||
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Transactions through affiliates and with customers | $ | 57,579 | $ | 44,554 | |||||||
| Transactions from travelers’ direct bookings | 178 | 4,995 | |||||||||
| Travel Marketplace revenues | $ | 57,757 | $ | 49,549 | |||||||
| Accounts Receivable | Contract Asset | Deferred Revenue | |||||||||||||||
| Ending Balance as of December 31, 2023 | $ | 116,632 | $ | 13,228 | $ | 17,483 | |||||||||||
| Increase/(decrease), net | (13,043) | 1,675 | (914) | ||||||||||||||
| Ending Balance as of March 31, 2024 | $ | 103,589 | $ | 14,903 | $ | 16,569 | |||||||||||
| Assets acquired: | Estimated Fair Value | ||||
| Cash | $ | 624 | |||
| Accounts receivable | 39,960 | ||||
| Prepaid expenses and other current assets | 1,447 | ||||
| Property and equipment | 336 | ||||
| Goodwill | 14,524 | ||||
| Operating lease right-of-use-assets | 172 | ||||
| Indemnification asset | 2,651 | ||||
| Intangible assets | 29,650 | ||||
| Fair value of assets acquired | 89,364 | ||||
| Liabilities assumed: | |||||
| Accounts payable | 31,243 | ||||
| Accrued expenses and other current liabilities | 6,437 | ||||
| Operating lease liabilities | 103 | ||||
| Indemnification liability | 2,651 | ||||
| Deferred income tax | 8,748 | ||||
| Fair value of liabilities assumed | 49,182 | ||||
| Total purchase consideration | $ | 40,182 | |||
| Useful life (years) | Fair value | ||||||||||
| Customer relationships | 11 | $ | 22,000 | ||||||||
| Trade names | 15 | 7,650 | |||||||||
| Total acquired intangibles | $ | 29,650 | |||||||||
| Assets acquired: | Estimated Fair Value | ||||
| Cash | $ | 2,925 | |||
| Accounts receivable | 21,989 | ||||
| Prepaid expenses and other current assets | 683 | ||||
| Property and equipment | 61 | ||||
| Operating lease right-of-use-assets | 63 | ||||
| Other non-current assets | 9 | ||||
| Goodwill | 2,403 | ||||
| Intangible assets | 7,570 | ||||
| Indemnification asset | 1,844 | ||||
| Fair value of assets acquired | 37,547 | ||||
| Liabilities assumed: | |||||
| Accounts payable | 22,962 | ||||
| Accrued expenses and other current liabilities | 1,112 | ||||
| Operating lease liabilities | 63 | ||||
| Other long-term liabilities | 14 | ||||
| Indemnification liability | 1,844 | ||||
| Deferred tax liability | 2,072 | ||||
| Fair value of liabilities assumed | 28,067 | ||||
| Total purchase consideration | $ | 9,480 | |||
| Assets acquired: | Estimated Fair Value | ||||
| Cash | $ | 4,050 | |||
| Accounts receivable | 3,569 | ||||
| Prepaid expenses and other current assets | 1,236 | ||||
| Deferred income tax assets | 690 | ||||
| Property and equipment | 90 | ||||
| Goodwill | 1,662 | ||||
| Operating lease right-of-use-assets | 143 | ||||
| Intangible assets | 1,174 | ||||
| Other non-current assets | 41 | ||||
| Fair value of assets acquired | 12,655 | ||||
| Liabilities assumed: | |||||
| Accounts payable | 5,441 | ||||
| Accrued expenses and other current liabilities | 1,534 | ||||
| Operating lease liability | 143 | ||||
| Other long-term liabilities | 311 | ||||
| Fair value of liabilities assumed | 7,429 | ||||
| Total purchase consideration | $ | 5,226 | |||
| Assets acquired: | Estimated Fair Value | ||||
| Cash | $ | 1,746 | |||
| Accounts receivable | 2,797 | ||||
| Prepaid expenses and other current assets | 25 | ||||
| Goodwill | 4,009 | ||||
| Operating lease right-of-use-assets | 1,006 | ||||
| Intangible assets | 4,135 | ||||
| Fair value of assets acquired | 13,718 | ||||
| Liabilities assumed: | |||||
| Accounts payable | 668 | ||||
| Accrued expenses and other current liabilities | 684 | ||||
| Operating lease liabilities | 714 | ||||
| Deferred income tax | 1,100 | ||||
| Fair value of liabilities assumed | 3,166 | ||||
| Total purchase consideration | $ | 10,552 | |||
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | |||||||||||||||||||||
| Revenues, net | $ | 58,021 | $ | 53,944 | |||||||||||||||||||
| Net loss | (19,458) | (11,988) | |||||||||||||||||||||
| (in thousands) | Travel Marketplace | SaaS Platform | Total | ||||||||||||||
| Balance as of December 31, 2023 | $ | 80,635 | $ | 7,421 | $ | 88,056 | |||||||||||
| Foreign Currency Translation Adjustments | (534) | — | (534) | ||||||||||||||
| Balance as of March 31, 2024 | $ | 80,101 | $ | 7,421 | $ | 87,522 | |||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||
| Customer relationships | $ | 91,634 | $ | (38,401) | $ | 53,233 | |||||||||||
| Trade name | 20,793 | (6,724) | 14,069 | ||||||||||||||
| Supplier relationships | 5,767 | (1,634) | 4,133 | ||||||||||||||
| Developed technology | 18,403 | (4,024) | 14,379 | ||||||||||||||
| Assembled workforce | 501 | (63) | 438 | ||||||||||||||
| $ | 137,098 | $ | (50,846) | $ | 86,252 | ||||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||
| Customer relationships | $ | 93,139 | $ | (36,454) | $ | 56,685 | |||||||||||
| Trade name | 21,265 | (6,408) | 14,857 | ||||||||||||||
| Supplier relationships | 5,767 | (1,538) | 4,229 | ||||||||||||||
| Developed technology | 18,402 | (3,276) | 15,126 | ||||||||||||||
| Assembled workforce | 501 | (22) | 479 | ||||||||||||||
| $ | 139,074 | $ | (47,698) | $ | 91,376 | ||||||||||||
| Fiscal years ending December 31, | |||||
| 2024 (remaining 9 months) | $ | 8,850 | |||
| 2025 | 11,625 | ||||
| 2026 | 11,255 | ||||
| 2027 | 11,110 | ||||
| 2028 | 11,110 | ||||
| Thereafter | 32,302 | ||||
| $ | 86,252 | ||||
| As of March 31, | As of December 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| Term Loan | $ | 114,791 | $ | 114,708 | |||||||
| Payment in kind interest on Term Loan | 61,322 | 56,063 | |||||||||
| Orinter short-term loan | 1,641 | 2,578 | |||||||||
| Total outstanding principal balance | 177,754 | 173,349 | |||||||||
| Less: Unamortized debt issuance costs and discounts | (11,560) | (11,842) | |||||||||
| Total debt | 166,194 | 161,507 | |||||||||
| Less: Current portion of long-term debt | (11,645) | (10,828) | |||||||||
| Long-term debt, net of current portion | $ | 154,549 | $ | 150,679 | |||||||
| Warrants | Exercise Price | Issuance Date | Expiration | |||||||||||||||||||||||
| Private Placement | 232,500 | $ | 11.50 | 7/18/2022 | 7/18/2027 | |||||||||||||||||||||
| Preferred Stock | 1,275,000 | $ | 7.50 | 10/17/2023 | 9/29/2027 | |||||||||||||||||||||
| Preferred Stock | 169,500 | $ | 7.50 | 12/14/2023 | 9/29/2027 | |||||||||||||||||||||
| Total | 1,677,000 | |||||||||||||||||||||||||
| Number of RSUs Outstanding | Weighted-Average Grant Date Fair Value | |||||||||||||
| Unvested - December 31, 2023 | 2,724,052 | $ | 5.91 | |||||||||||
| Granted | 134,205 | 4.40 | ||||||||||||
| Vested | (724,422) | 6.53 | ||||||||||||
| Forfeited or canceled | (20,500) | 6.59 | ||||||||||||
| Unvested – March 31, 2024 | 2,113,335 | $ | 5.60 | |||||||||||
| Shareholder Type | Grant Date | Number of Shares | ||||||||||||
| Employee | 7/18/2022 | 6,000,000 | ||||||||||||
| Investor | 7/18/2022 | 500,000 | ||||||||||||
| Employee | 9/7/2022 | 900,000 | ||||||||||||
| Non-employee | 9/12/2022 | 200,000 | ||||||||||||
| Employee | 4/20/2023 | 180,000 | ||||||||||||
| Forfeit add back | 10/11/2023 | (200,000) | ||||||||||||
| Employee | 12/31/2023 | 1,353,333 | ||||||||||||
| Unallocated shares | — | 66,667 | ||||||||||||
| Total | 9,000,000 | |||||||||||||
| Balances at Period End | March 31, 2024 | December 31, 2023 | ||||||||||||
Amounts payable to related party (1) | $ | 42 | $ | 42 | ||||||||||
Amounts receivable from related party (2) | 42 | 43 | ||||||||||||
Loan receivable from related party (3) | 101 | 83 | ||||||||||||
Note payable to related party (4) | 202 | 201 | ||||||||||||
Rent payable to related parties and an affiliate associated with these related parties and an employee(5) | 1,320 | 1,284 | ||||||||||||
| Three Months Ended March 31, | |||||||||||||||||
| Transactions with Related Parties | 2024 | 2023 | |||||||||||||||
Loan receivable from related party (3) | $ | 18 | $ | — | |||||||||||||
Note payable to related party (4) | 1 | — | |||||||||||||||
Lease expense (5) | 159 | 55 | |||||||||||||||
| (1) | As of March 31, 2024 and December 31, 2023, Interep owes a travel credit of $0.04 million to Asi Ginio, a member of the Board of Directors. In connection with the Interep Acquisition, the Company has agreed to provide Mr. Ginio the travel credits in exchange for the general advisory services Mr. Ginio provided to the former owners of Interep. | ||||
| (2) | Pursuant to a Universal Air Travel Plan (“UATP”) Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC (“Mondee Group”), in exchange for a service fee equal to 10.0% of the revenue derived from the sale of such airline tickets. Mondee Group is owned by the Company’s CEO, Prasad Gundumogula, and is not a wholly-owned subsidiary of the Company. Mondee Group led the fundraising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. | ||||
| (3) | In July 2023, the Company provided financing of $0.1 million to its Chief Financial Officer (“CFO”) as part of his relocation package. The promissory note bears an annual interest rate of 3.3% per annum and matures at the earlier of April 2026 or when the CFO's employment with the Company terminates. All outstanding principal, inclusive of any accrued and unpaid interest, is slated for settlement upon maturity of the note. The Company has the option to forgive the obligation in one-third increments which is contingent upon the absence of any breach of the CFO's obligations with the Company and his continued service. | ||||
| (4) | The Company has a note payable to the CEO amounting to $0.2 million and $0.2 million as of March 31, 2024 and December 31, 2023, respectively. The loan is collateralized and carries an interest rate of 2.0% per annum. Principal and interest are due on demand. | ||||
| (5) | The Company currently leases office space from Metaminds Software. The lease commencement date for this was April 1, 2022. The lease had an original lease term of 11 months, and has been renewed, and the monthly minimum base rent is immaterial. From August 2023, the Company started leasing office spaces from certain employees and entities associated with these employees. These leases were recognized on the Skypass Closing Date and have 3 year terms. The monthly minimum base rent is immaterial. | ||||
| Three Months Ended March 31, 2024 | ||||||||||||||||||||
| (in thousands) | Travel Marketplace | SaaS Platform | Total | |||||||||||||||||
| Revenue | $ | 57,757 | $ | 264 | $ | 58,021 | ||||||||||||||
| Adjusted EBITDA | 6,122 | (1,066) | 5,056 | |||||||||||||||||
| Depreciation and amortization | (5,563) | |||||||||||||||||||
| Stock-based compensation and related payroll tax expense | (5,307) | |||||||||||||||||||
| Restructuring expense, net | 289 | |||||||||||||||||||
| Acquisition and integration related costs | (618) | |||||||||||||||||||
| Financing and refinancing related costs | (625) | |||||||||||||||||||
Certain other expenses1 | (180) | |||||||||||||||||||
| Change in fair value of earn-out liabilities | (1,239) | |||||||||||||||||||
| Operating loss | $ | (8,187) | ||||||||||||||||||
| Total other expense, net | (10,626) | |||||||||||||||||||
| Loss before income taxes | (18,813) | |||||||||||||||||||
| Provision for income taxes | (645) | |||||||||||||||||||
| Net loss | $ | (19,458) | ||||||||||||||||||
| Three Months Ended March 31, 2023 | ||||||||||||||||||||
| (in thousands) | Travel Marketplace | SaaS Platform | Total | |||||||||||||||||
| Revenue | $ | 49,549 | $ | 380 | $ | 49,929 | ||||||||||||||
| Adjusted EBITDA | 4,101 | (115) | 3,986 | |||||||||||||||||
| Depreciation and amortization | (3,386) | |||||||||||||||||||
| Restructuring expense, net | (1,529) | |||||||||||||||||||
| Stock-based compensation and related payroll tax expense | (2,561) | |||||||||||||||||||
| Acquisition and integration related costs | (279) | |||||||||||||||||||
| Financing and refinancing related costs | (406) | |||||||||||||||||||
Certain other expenses1 | (472) | |||||||||||||||||||
| Operating loss | $ | (4,647) | ||||||||||||||||||
| Total other expense, net | (7,569) | |||||||||||||||||||
| Loss before income taxes | (12,216) | |||||||||||||||||||
| Three Months Ended March 31, 2023 | ||||||||||||||||||||
| (in thousands) | Travel Marketplace | SaaS Platform | Total | |||||||||||||||||
| Provision for income taxes | (699) | |||||||||||||||||||
| Net loss | $ | (12,915) | ||||||||||||||||||
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| United States | $ | 27,719 | $ | 37,552 | ||||||||||
| Brazil | 26,044 | 9,105 | ||||||||||||
| Rest of Americas | 4,230 | 3,272 | ||||||||||||
| Asia Pacific | 28 | — | ||||||||||||
| $ | 58,021 | $ | 49,929 | |||||||||||
| March 31, | December 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| United States | $ | 2,301 | $ | 2,432 | |||||||
| India | 870 | 979 | |||||||||
| Brazil | 528 | 569 | |||||||||
| Rest of the world | 480 | 148 | |||||||||
| $ | 4,179 | $ | 4,128 | ||||||||
| $ in thousands, except per share | Three Months Ended March 31, | |||||||||||||
| 2024 | 2023 | |||||||||||||
| Numerator: | ||||||||||||||
| Net loss | $ | (19,458) | $ | (12,915) | ||||||||||
| Cumulative dividends allocated to preferred stockholders | (3,805) | — | ||||||||||||
| Net loss attributable to common stockholders, basic and diluted | $ | (23,263) | $ | (12,915) | ||||||||||
| Denominator: | ||||||||||||||
| Weighted average shares outstanding, basic and diluted | 78,468,479 | 83,748,712 | ||||||||||||
| Basic and diluted net loss per share | $ | (0.30) | $ | (0.15) | ||||||||||
| March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Common stock warrants | 1,677,000 | 1,507,500 | |||||||||
| Outstanding earn-out shares | 8,933,333 | 7,600,000 | |||||||||
| Consolid earn-out shares | 400,000 | — | |||||||||
| Skypass earn-out shares | 1,800,000 | — | |||||||||
| Purplegrids earn-out shares | 2,542,857 | — | |||||||||
| Restricted stock units | 2,113,335 | 105,000 | |||||||||
| Potential common shares excluded from diluted net loss per share | 17,466,525 | 9,212,500 | |||||||||
| Three Months Ended March 31, | |||||||||||
| ($ in thousands) | 2024 | 2023 | |||||||||
| Loss before income taxes | $ | (18,813) | $ | (12,216) | |||||||
| Provision for income taxes | 645 | 699 | |||||||||
| Effective income tax rate | (3.43) | % | (5.72) | % | |||||||
20
Special
our technology platform. We expect to continue pursuing strategic opportunities that strengthen our technology solutions, expand the breadth and depth of our content, and grow our distribution network globally. From recent acquisitions, we have grown our content of hotel and lodging, cruise and tour offerings and plan to incur significant costsexpand our travel and experiences packaging capabilities through acquisition candidates with this expertise. Additionally, we expect to increase the Company's international footprint by acquiring distributors, aggregators and platforms beyond North America and Latin America.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activitieseconomy, from October 2, 2020 (inception), through March 31, 2021, were organizational activities, those necessary to preparerising interest rates and inflation, for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in a trust account locatedexample, both in the United States and invested onlyabroad, may negatively our results of operations. For further discussion on the impact of macroeconomic factors to our business, financial condition and operating results, refer to the section “
21
ForTransactions, gross bookings and take rate for the three months ended March 31, 2021,2024 and 2023, respectively, were as follows (gross bookings are disclosed in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Transactions | 1,075,437 | 665,173 | |||||||||||||||||||||
| Gross bookings | $ | 708,076 | $ | 668,079 | |||||||||||||||||||
| Take rate | 8.2 | % | 7.5 | % | |||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | 2024 | 2023 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
| Revenues, net | $ | 58,021 | $ | 49,929 | $ | 8,092 | 16.2 | % | |||||||||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales and marketing expenses | 40,267 | 37,445 | 2,822 | 7.5 | % | ||||||||||||||||||||||||||||||||||||||||||
| Personnel expense | 13,216 | 7,466 | 5,750 | 77.0 | % | ||||||||||||||||||||||||||||||||||||||||||
| General and administrative expense | 5,785 | 4,494 | 1,291 | 28.7 | % | ||||||||||||||||||||||||||||||||||||||||||
| Information technology expense | 2,069 | 923 | 1,146 | 124.2 | % | ||||||||||||||||||||||||||||||||||||||||||
| Provision for credit losses, net | (403) | (667) | 264 | (39.6) | % | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 5,563 | 3,386 | 2,177 | 64.3 | % | ||||||||||||||||||||||||||||||||||||||||||
| Restructuring expense, net | (289) | 1,529 | (1,818) | (118.9) | % | ||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 66,208 | 54,576 | 11,632 | 21.3 | % | ||||||||||||||||||||||||||||||||||||||||||
| Loss from operations | (8,187) | (4,647) | (3,540) | 76.2 | % | ||||||||||||||||||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | 169 | 347 | (178) | (51.3) | % | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (9,932) | (8,217) | (1,715) | 20.9 | % | ||||||||||||||||||||||||||||||||||||||||||
| Changes in fair value of warrant liability | 42 | (21) | 63 | (300.0) | % | ||||||||||||||||||||||||||||||||||||||||||
| Other (expense) income, net | (905) | 322 | (1,227) | (381.1) | % | ||||||||||||||||||||||||||||||||||||||||||
| Total other expense, net | (10,626) | (7,569) | (3,057) | 40.4 | % | ||||||||||||||||||||||||||||||||||||||||||
| Loss before income taxes | (18,813) | (12,216) | (6,597) | 54.0 | % | ||||||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | (645) | (699) | 54 | (7.7) | % | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | (19,458) | $ | (12,915) | $ | (6,543) | 50.7 | % | |||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | 2024 | 2023 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
| Revenue from Travel Marketplace | $ | 57,757 | $ | 49,549 | $ | 8,208 | 16.6 | % | |||||||||||||||||||||||||||||||||||||||
| Revenue from SaaS Platform | 264 | 380 | (116) | (30.5) | % | ||||||||||||||||||||||||||||||||||||||||||
| Revenues, net | $ | 58,021 | $ | 49,929 | $ | 8,092 | 16.2 | % | |||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Loss before income taxes | $ | (18,813) | $ | (12,216) | ||||||||||
| Provision for income tax | 645 | 699 | ||||||||||||
| Effective income tax rate | (3.43) | % | (5.72) | % | ||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | 2024 | 2023 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | (19,458) | $ | (12,915) | $ | (6,543) | 50.7 | % | |||||||||||||||||||||||||||||||||||||||
| Interest expense, (net) | 9,763 | 7,870 | 1,893 | 24.1 | % | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation and related payroll tax expense | 5,307 | 2,561 | 2,746 | 107.2 | % | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 5,563 | 3,386 | 2,177 | 64.3 | % | ||||||||||||||||||||||||||||||||||||||||||
| Restructuring expense, net | (289) | 1,529 | (1,818) | (118.9) | % | ||||||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | 645 | 699 | (54) | (7.7) | % | ||||||||||||||||||||||||||||||||||||||||||
| Changes in fair value of warrant liabilities | (42) | 21 | (63) | (300.0) | % | ||||||||||||||||||||||||||||||||||||||||||
| Changes in fair value of earn-out liabilities | 1,239 | — | 1,239 | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||
Acquisition and integration related costs1 | 618 | 279 | 339 | 121.5 | % | ||||||||||||||||||||||||||||||||||||||||||
| Financing and refinancing related costs | 625 | 406 | 219 | 53.9 | % | ||||||||||||||||||||||||||||||||||||||||||
Certain other expenses2 | 420 | 472 | (52) | (11.0) | % | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency losses (gains) | 665 | (322) | 987 | (306.5) | % | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 5,056 | $ | 3,986 | $ | 1,070 | 26.8 | % | |||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | 2024 | 2023 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | (19,458) | $ | (12,915) | $ | (6,543) | 50.7 | % | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation and related payroll tax expense | 5,307 | 2,561 | 2,746 | 107.2 | % | ||||||||||||||||||||||||||||||||||||||||||
| Amortization of intangibles | 3,109 | 1,960 | 1,149 | 58.6 | % | ||||||||||||||||||||||||||||||||||||||||||
| Income tax provision | 645 | 699 | (54) | (7.7) | % | ||||||||||||||||||||||||||||||||||||||||||
Certain other expenses1 | 2,571 | 2,878 | (307) | (10.7) | % | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted net loss | $ | (7,826) | $ | (4,817) | $ | (3,009) | 62.5 | % | |||||||||||||||||||||||||||||||||||||||
Liquidity and Capital Resources
On February 1, 2021, we consummated the Initial Public Offering of 24,150,000 units (the “Units”), comprised of one Class A ordinary share (each, a “Share”) and one-half of one redeemable warrant (each, a “Public Warrant”), at $10.00 per Unit, generating gross proceeds of $241,500,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 675,000 Units (each, a “Private Placement Unit”), comprised of one Class A ordinary share and one-half of one redeemable warrant (each a “Private Placement Warrant”), at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), generating gross proceeds of $6,750,000.
Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $241,500,000 was placedcommon stockholders, which includes dividends accrued for preferred stockholders, in the Trust Account. We incurred $14,681,445 in Initial Public Offering related costs, including $5,250,000 of underwriting fees, $9,082,500 of deferred underwriting fees and $348,945 of other offering costs.
Forrespective periods presented.
| Three Months Ended March 31, | |||||||||||||||||||||||
| $ in thousands, except per share | 2024 | 2023 | |||||||||||||||||||||
| Net loss | $ | (19,458) | $ | (12,915) | |||||||||||||||||||
| Cumulative dividends allocated to preferred stockholders | (3,805) | — | |||||||||||||||||||||
| Net loss attributable to common stockholders, basic and diluted | $ | (23,263) | $ | (12,915) | |||||||||||||||||||
| Weighted average shares outstanding, basic and diluted | 78,468,479 | 83,748,712 | |||||||||||||||||||||
| Basic and diluted net loss per share | $ | (0.30) | $ | (0.15) | |||||||||||||||||||
| Adjusted net loss | $ | (7,826) | $ | (4,817) | |||||||||||||||||||
| Cumulative dividends allocated to preferred stockholders | (3,805) | — | |||||||||||||||||||||
| Adjusted net loss attributable to common stockholders, basic and diluted | $ | (11,631) | $ | (4,817) | |||||||||||||||||||
| Weighted average shares outstanding, basic and diluted | 78,468,479 | 83,748,712 | |||||||||||||||||||||
| Adjusted net loss per share | $ | (0.15) | $ | (0.06) | |||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | 2024 | 2023 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
Net cash provided by (used in) operating activities (1)(2) | $ | 18,661 | $ | (9,979) | $ | 28,640 | (287.0) | % | |||||||||||||||||||||||||||||||||||||||
| Capital expenditures | (4,881) | (1,968) | (2,913) | 148.0 | % | ||||||||||||||||||||||||||||||||||||||||||
Free cash flow(1)(2) | $ | 13,780 | $ | (11,947) | $ | 25,727 | (215.3) | % | |||||||||||||||||||||||||||||||||||||||
| (1) | Included cash paid for interest for the three months ended March 31, 2024 and 2023 of $2.6 million and $5.0 million, respectively. | ||||
| (2) | Included cash paid for LBF US divestiture and transition service expense for the three months ended March 31, 2024 of $0.6 million. No cash was paid for LBF US transition services for the three months ended March 31, 2023. | ||||
| Three Months Ended March 31, | |||||||||||
| ($ in thousands) | 2024 | 2023 | |||||||||
| Net cash provided by (used in) operating activities | $ | 18,661 | $ | (9,979) | |||||||
| Net cash used in investing activities | (4,881) | (20,445) | |||||||||
| Net cash (used in) provided by financing activities | (2,002) | 10,099 | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents | (370) | (14) | |||||||||
| Net (decrease)/increase in cash, cash equivalents and restricted cash and cash equivalents | $ | 11,408 | $ | (20,339) | |||||||
As of was $6.0 million, primarily owing to a $11.0 million increase in accounts payable, and $0.4 million increase in accrued expenses and other current liabilities. These increases were offset by a $17.9 million increase in accounts receivable, $0.6 million increase in prepaid expense and other current assets, and $1.3 million increase in contract assets.
As of Marchyear ended December 31, 2021, we had cash of $813,432. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit, at the option of the lender. The units would be identical to the Private Placement Units.
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We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative support services. We began incurring these fees on January 27, 2021, and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.
The underwriters are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 21,000,000 Units sold in the Initial Public Offering, or $7,350,000, and (ii) 6% of the gross proceeds from the Units sold pursuant to the over-allotment option, or up to $1,732,500. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation and Estimates
Warrant Liabilities
We account for the warrants issued in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants and the Public Warrants, for periods where no observable traded price was available, are valued using the Black-Scholes option pricing model, and the Monte Carlo Model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
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Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed balance sheets.
Net Income (Loss) Per Ordinary Share
We apply the two-class method in calculating earnings per share. Net income (loss) per ordinary share, basic and diluted for Class A ordinary shares subject to possible redemption is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted average number of shares of Class A ordinary shares subject to possible redemption outstanding for the period. Net income (loss) per ordinary share, basic and diluted for and non-redeemable ordinary shares is calculated by dividing net loss less income attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of shares of non-redeemable ordinary shares outstanding for the period presented.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
the outstanding loan is SOFR + 8.5%. The SOFR is closely related to the Fed Funds and a change in interest rate could potentially change the loan interest rate.Aboutabout Market RiskNot requiredsmaller reporting companies.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.Under the supervision and with the participation of our management, including our principal executive officerprincipal financial and accounting officer, we conducted an evaluation ofChief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021, as such term is(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officerAct). Our Chief Executive Officer and principal financial and accounting officerChief Financial Officer have concluded that, during the period covered by this report,as of March 31, 2024, our disclosure controls and procedures were not effective, at a reasonable assurance level and, accordingly, provided reasonable assurance that the information requireddue to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.24
Changes in Internal Control over Financial Reporting
There was no changematerial weaknesses in our internal control over financial reporting previously identified in Part II, Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).
of these matters are expected to have a material adverse effect on the Company’s financial condition or results of operations.
business, financial condition, or operating results. Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus for its Initial Public Offering filed with the SEC. As of the date of this Report, thereinunder Item 1A of the Company’s 2023 Annual Report on Form 10-K. Additional risk or uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our final prospectus for its Initial Public Offering filed with the SEC.and Use of Proceeds.On February 1, 2021, we consummatedProceeds, and Issuer Purchases of Equity Securities.Initial Public Offeringquarter ended March 31, 2024, the Company did not issue any of 24,150,000 Units. The Unitsits Class A Common Stock or other equity securities that were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $241,500,000. Cantor acted as sole book-running manager of the Initial Public Offering. The securities in the offering werenot registered under the Securities Act on registration statement on Form S-1 (No. 333-251964)of 1933, as amended.(Dollars in thousands, except price per share data Total Number of Shares Purchased Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs Quarter Ended March 31, 2024 January 1 to January 31 — $ — — $ 30,030 February 1 to February 29 — — — 30,030 March 1 to March 31 — — — 30,030 For the three months ended March 31 — $ — — $ 30,030 January 1 to January 31 15,760 February 1 to February 29 1,315 March 1 to March 31 1,122 For the three months ended March 31 18,197 SEC declaredShare Repurchase Program has no expiration date.registration statements effective on January 21, 2021.Simultaneously with the closingvesting price of the Initial Public Offering, the Sponsor and Cantor purchased an aggregatecorresponding restricted stock unit.675,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $6,750,000, in a private placement. The Sponsor purchased 465,000 Private Placement Units and Cantor purchased 210,000 Private Placement Units. Each Private Placement Unit consists of one Class A ordinary share and one Private Placement Warrant. Each whole Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Placement Units, an aggregate of $241,500,000 was placed in the Trust Account.We paid a total of $5,250,000 in cash underwriting discounts and commissions, $9,082,500 in deferred underwriting fees and $348,945 for other costs and expenses related to the Initial Public Offering.For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
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None
32.1* 32.2* Inline XBRL Instance Document Inline XBRL Taxonomy Extension Schema Document Inline XBRL Taxonomy Inline XBRL Taxonomy Inline XBRL Taxonomy Inline XBRL Taxonomy Chief Executive Officer (Principal Executive Officer) Chief Financial Officer (Principal Financial and Accounting Officer)The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.Exhibit Number Description of Exhibit Incorporated By Reference To 10.1 Form of Award Agreement for Earn-Out Shares No.Description of Exhibit1.14.110.110.210.310.410.510.631.1*31.2*101.INS*The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. 101.SCH*Filed herewith. 101.CAL* Extension Calculation Linkbase DocumentFiled herewith. 101.DEF* Extension Definition Linkbase DocumentFiled herewith. 101.LAB*Extension LabelsLabel Linkbase DocumentFiled herewith. 101.PRE* Extension Presentation Linkbase DocumentFiled herewith. *Filed herewith.Formatted as Inline XBRL and contained in Exhibit 101 (1)Previously filedThe certifications attached as an exhibit to our CurrentExhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 8-K10-Q are deemed furnished and not filed on February 1, 2021with the Securities and Exchange Commission and are not to be incorporated by reference herein.26MONDEE HOLDINGS, INC.(Registrant)ITHAX ACQUISITION CORP.Date: May 10, 2024 By:/s/ Prasad GundumogulaDate: May 24, 2021Name: By:/s/ Orestes FintiklisTitle:Name:Orestes FintiklisTitle:Date: May 10, 2024 By:/s/ Jesus PortilloDate: May 24, 2021Name: By:/s/ Dimitrios AthanasopoulosTitle:Name:Dimitrios AthanasopoulosTitle: Treasurer and Director27