Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2022 | |
Document and Entity Information [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | MONDEE HOLDINGS, INC. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001828852 |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS | Mar. 31, 2022 USD ($) |
Current assets | |
Cash | $ 16,590,000 |
Total Current Assets | 54,166,000 |
TOTAL ASSETS | 218,377,000 |
Current liabilities | |
Total Current Liabilities | 65,759,000 |
Deferred tax liability | 558,000 |
TOTAL LIABILITIES | 252,342,000 |
Commitments and Contingencies | |
Shareholders' Deficit | |
Additional paid-in capital | 163,545,000 |
Accumulated deficit | (197,008,000) |
Total Shareholders' Deficit | (33,965,000) |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | 218,377,000 |
ITHAX ACQUISITION CORP. | |
Current assets | |
Cash | 230,529 |
Prepaid expenses | 49,583 |
Total Current Assets | 280,112 |
Cash and marketable securities held in Trust Account | 241,608,163 |
TOTAL ASSETS | 241,888,275 |
Current liabilities | |
Accounts payable and accrued expenses | 95,745 |
Total Current Liabilities | 95,745 |
Deferred legal fee | 1,940,885 |
Deferred Printer Fees | 211,500 |
Deferred underwriting fee payable | 9,082,500 |
Warrant liabilities | 3,972,000 |
TOTAL LIABILITIES | 15,302,630 |
Shareholders' Deficit | |
Accumulated deficit | (15,029,231) |
Total Shareholders' Deficit | (15,022,518) |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | 241,888,275 |
Class A Common Stock Subject to Redemption | ITHAX ACQUISITION CORP. | |
Current liabilities | |
Class A ordinary shares subject to possible redemption; 24,150,000 shares at redemption value as of March 31, 2022 and December 31, 2021 | 241,608,163 |
Class A Common Stock Not Subject to Redemption | ITHAX ACQUISITION CORP. | |
Shareholders' Deficit | |
Common stock | 675 |
Class B Common Stock | ITHAX ACQUISITION CORP. | |
Shareholders' Deficit | |
Common stock | $ 6,038 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 20, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Common shares, par value, (per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common shares, shares authorized | 1,000 | 1,000 | 1,000 | ||
Common shares, shares issued | 1 | 1 | 1 | ||
Common shares, shares outstanding | 1 | 1 | 1 | ||
ITHAX ACQUISITION CORP. | |||||
Preferred stock, par value, (per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Class A Common Stock | |||||
Common shares, par value, (per share) | $ 0.01 | $ 0.01 | |||
Common shares, shares authorized | 1,000 | 1,000 | |||
Common shares, shares issued | 1 | 1 | |||
Common shares, shares outstanding | 1 | 1 | |||
Class A Common Stock | ITHAX ACQUISITION CORP. | |||||
Common shares, par value, (per share) | $ 0.001 | ||||
Class A Common Stock Subject to Redemption | ITHAX ACQUISITION CORP. | |||||
Temporary equity, shares outstanding | 24,150,000 | 24,150,000 | 0 | ||
Class A Common Stock Not Subject to Redemption | ITHAX ACQUISITION CORP. | |||||
Common shares, par value, (per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common shares, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common shares, shares issued | 675,000 | 675,000 | 0 | ||
Common shares, shares outstanding | 675,000 | 675,000 | 0 | ||
Temporary equity, shares outstanding | 24,150,000 | 24,150,000 | |||
Class B Common Stock | ITHAX ACQUISITION CORP. | |||||
Common shares, par value, (per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Common shares, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common shares, shares issued | 6,037,500 | 6,037,500 | 6,037,500 | ||
Common shares, shares outstanding | 6,037,500 | 6,037,500 | 6,037,500 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss from operations | $ (684,000) | $ (6,852,000) | $ (22,252,000) | $ (35,857,000) | |
Other income (loss): | |||||
Other income, net | (6,253,000) | (5,434,000) | (16,330,000) | (19,919,000) | |
Loss before provision for income taxes | (6,937,000) | (12,286,000) | (38,582,000) | (55,776,000) | |
Provision for income taxes | (54,000) | (65,000) | (323,000) | 14,042,000 | |
Net income (loss) | (6,991,000) | (12,351,000) | (38,905,000) | $ (41,734,000) | |
ITHAX ACQUISITION CORP. | |||||
Formation and operational costs | 2,305,424 | 102,055 | $ 4,891 | 833,758 | |
Loss from operations | (2,305,424) | (102,055) | (4,891) | (833,758) | |
Other income (loss): | |||||
Interest earned on marketable securities held in Trust Account | 7,540 | 18,916 | 97,231 | ||
Unrealized gain on marketable securities held in Trust Account | 21,009 | 3,392 | |||
Transaction costs allocated to warrant liabilities | (675,351) | (675,351) | |||
Change in fair value of warrant liabilities | 2,730,750 | 868,875 | 4,720,125 | ||
Other income, net | (2,738,290) | (233,449) | 4,145,397 | ||
Net income (loss) | $ 432,866 | $ 131,394 | $ (4,891) | $ 3,311,639 | |
Class A Common Stock | ITHAX ACQUISITION CORP. | |||||
Other income (loss): | |||||
Basic weighted average shares outstanding | 22,098,904 | ||||
Diluted weighted average shares outstanding | 22,098,904 | ||||
Basic net income per ordinary share | $ 0.12 | ||||
Diluted net income per ordinary share | $ 0.12 | ||||
Class A Common Stock Subject to Redemption | ITHAX ACQUISITION CORP. | |||||
Other income (loss): | |||||
Basic weighted average shares outstanding | 24,150,000 | 15,563,333 | 22,098,904 | ||
Diluted weighted average shares outstanding | 24,150,000 | 15,563,333 | 22,098,904 | ||
Basic net income per ordinary share | $ 0.01 | $ 0.01 | $ 0.12 | ||
Diluted net income per ordinary share | $ 0.01 | $ 0.01 | $ 0.12 | ||
Class A Common Stock Not Subject to Redemption | ITHAX ACQUISITION CORP. | |||||
Other income (loss): | |||||
Basic weighted average shares outstanding | 6,712,500 | 6,192,500 | |||
Diluted weighted average shares outstanding | 6,712,500 | 6,162,500 | |||
Class B Common Stock | ITHAX ACQUISITION CORP. | |||||
Other income (loss): | |||||
Basic weighted average shares outstanding | 5,250,000 | 6,588,288 | |||
Diluted weighted average shares outstanding | 5,250,000 | 6,655,171 | |||
Basic net income per ordinary share | $ 0 | $ 0.12 | |||
Diluted net income per ordinary share | $ 0 | $ 0.12 | |||
Class A and Class B non-redeemable ordinary shares | ITHAX ACQUISITION CORP. | |||||
Other income (loss): | |||||
Basic weighted average shares outstanding | 6,712,500 | 6,192,500 | 5,250,000 | 6,588,288 | |
Diluted weighted average shares outstanding | 6,712,500 | 6,192,500 | 6,655,171 | ||
Basic net income per ordinary share | $ 0.01 | $ 0.01 | $ 0 | $ 0.12 | |
Diluted net income per ordinary share | $ 0.01 | $ 0.01 | $ 0.12 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class A Common Stock ITHAX ACQUISITION CORP. Common Stock | Class A Common Stock Subject to Redemption ITHAX ACQUISITION CORP. Common Stock | Class A Common Stock Subject to Redemption ITHAX ACQUISITION CORP. | Class A Common Stock Not Subject to Redemption ITHAX ACQUISITION CORP. | Class B Common Stock ITHAX ACQUISITION CORP. Common Stock | ITHAX ACQUISITION CORP. Additional Paid-in Capital | ITHAX ACQUISITION CORP. Accumulated Deficit | ITHAX ACQUISITION CORP. | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2019 | $ 100,226,000 | $ (109,378,000) | $ (9,115,000) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | (41,734,000) | (41,734,000) | |||||||||
Balance at the end at Dec. 31, 2020 | $ 6,038 | $ 18,962 | $ (4,891) | $ 20,109 | 159,529,000 | (151,112,000) | 8,455,000 | ||||
Balance at the end (in shares) at Dec. 31, 2020 | 0 | 6,037,500 | |||||||||
Balance at the beginning at Oct. 01, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||||
Balance at the beginning (in shares) at Oct. 01, 2020 | 0 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of Class B ordinary share to Sponsor | $ 6,038 | 18,962 | 0 | 25,000 | |||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 6,037,500 | ||||||||||
Net income | 0 | (4,891) | (4,891) | ||||||||
Balance at the end at Dec. 31, 2020 | $ 6,038 | 18,962 | (4,891) | 20,109 | 159,529,000 | (151,112,000) | 8,455,000 | ||||
Balance at the end (in shares) at Dec. 31, 2020 | 0 | 6,037,500 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Subsequent measurement of Class A ordinary shares to redemption amount (in shares) | 0 | ||||||||||
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs | $ 675 | 6,435,891 | 6,436,566 | ||||||||
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs (in shares) | 675,000 | ||||||||||
Subsequent measurement of Class A ordinary shares to redemption amount | (6,454,853) | (18,700,607) | (25,155,460) | ||||||||
Net income | 131,394 | 131,394 | (12,351,000) | (12,351,000) | |||||||
Balance at the end at Mar. 31, 2021 | $ (675) | $ (6,038) | 18,574,104 | 18,567,391 | 159,529,000 | (163,463,000) | (3,957,000) | ||||
Balance at the beginning at Dec. 31, 2020 | $ 6,038 | 18,962 | (4,891) | 20,109 | 159,529,000 | (151,112,000) | 8,455,000 | ||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 6,037,500 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs | $ (675) | (6,435,891) | 0 | (6,436,566) | |||||||
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs (in shares) | (675,000) | ||||||||||
Subsequent measurement of Class A ordinary shares to redemption amount | (6,454,853) | (18,761,305) | (25,216,158) | ||||||||
Net income | 0 | 3,311,639 | 3,311,639 | (38,905,000) | (38,905,000) | ||||||
Balance at the end at Dec. 31, 2021 | $ 675 | $ 6,038 | 0 | (15,454,557) | (15,447,844) | 163,465,000 | (190,017,000) | (26,825,000) | |||
Balance at the end (in shares) at Dec. 31, 2021 | 675,000 | 6,037,500 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Subsequent measurement of Class A ordinary shares to redemption amount (in shares) | 675,000 | 6,037,500 | |||||||||
Subsequent measurement of Class A ordinary shares to redemption amount (in shares) | (24,150,000) | (24,150,000) | (24,150,000) | ||||||||
Subsequent measurement of Class A ordinary shares to redemption amount | 0 | (7,540) | (7,540) | ||||||||
Net income | 0 | 432,866 | 432,866 | (6,991,000) | (6,991,000) | ||||||
Balance at the end at Mar. 31, 2022 | $ 675 | $ 6,038 | $ 0 | $ (15,029,231) | $ (15,022,518) | $ 163,545,000 | $ (197,008,000) | $ (33,965,000) | |||
Balance at the end (in shares) at Mar. 31, 2022 | 675,000 | 6,037,500 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Subsequent measurement of Class A ordinary shares to redemption amount (in shares) | (24,150,000) | (24,150,000) | (24,150,000) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) - shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
ITHAX ACQUISITION CORP. | Private Placement | Private Placement Warrants | |||
Sale of Private Placement Units, net of initial fair value of Private Warrants and offering costs (in shares) | 675,000 | 675,000 | 675,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ (6,991,000) |
Adjustments to reconcile net income to net cash used in operating activities: | |
Deferred income tax provision | 46,000 |
Changes in operating assets and liabilities: | |
Net cash used in operating activities | 3,418,000 |
Cash Flows from Investing Activities: | |
Net cash used in investing activities | (1,721,000) |
Cash Flows from Financing Activities: | |
Net cash provided by financing activities | (384,000) |
Net Change in Cash | 1,084,000 |
Cash - Beginning | 15,506,000 |
Cash - Ending | 16,590,000 |
ITHAX ACQUISITION CORP. | |
Cash Flows from Operating Activities: | |
Net income | 432,866 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (7,540) |
Change in fair value of warrant liabilities | (2,730,750) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (25,833) |
Accrued expenses | (115,803) |
Deferred printer fee | 211,500 |
Deferred legal fee | 1,940,885 |
Net cash used in operating activities | (294,675) |
Cash Flows from Financing Activities: | |
Net Change in Cash | 294,675 |
Cash - Beginning | 525,204 |
Cash - Ending | 230,529 |
Non-cash investing and financing activities: | |
Subsequent measurement of Class A ordinary shares to redemption amount | 7,540 |
Deferred underwriting fee payable | $ 9,082,500 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. NATURE OF OPERATIONS Mondee Holdings II, Inc., a wholly owned subsidiary of Mondee Holdings, LLC (“Holdings”, “Parent”), is a Delaware corporation formed on April 25, 2012. We refer to Mondee Holdings II, Inc. and its subsidiaries collectively as “Mondee,” the “Company,” “us,” “we” and “our” in these condensed consolidated financial statements. Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. Mondee provides state-of-the art technologies, operating systems and services that modernize travel market transactions to better serve travelers seeking enhanced life-style choices directly or through travel affiliates. These technology- led platforms, combined with Mondee’s distribution network, access to global travel inventory and its extensive, negotiated travel content, create a modern travel marketplace. The Company believes this modern travel marketplace provides enhanced options to the increasingly discerning traveler, on efficient consumer- friendly distribution platforms that support its travel supplier partners in utilizing highly perishable travel inventory. In addition to the rapid development of a modern travel marketplace, Mondee is increasingly focused on expanding its marketplace to the gig economy segment of the travel market. The Company believes gig workers are seeking more flexible, diverse content travel services and that its platform is well suited to serve them. The Company also offers a new subscription incentive-based behavioral change platform that is designed to be user-friendly to make booking business trips rewarding for both the traveler and the corporation. Basis of presentation The condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. The condensed consolidated financial statements as of March 31, 2022 and March 31, 2021 and accompanying notes are unaudited. The condensed consolidated balance sheet as of December 31, 2021, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021, which provide a more complete discussion of the Company’s accounting policies and certain other information. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2022 and the results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The condensed consolidated financial statements include the accounts of the Company and its wholly- owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. There have been no changes in accounting policies during the three months ended March 31, 2022 from those disclosed in the annual consolidated financial statements and related notes for the year ended December 31, 2021, except as described in “Recently Adopted Accounting Pronouncements” below. Special Purpose Acquisition Company In December 2021, the Company entered into an agreement and plans to merge (“the Merger”) with a subsidiary of ITHAX Acquisition Corp. (“ITHAX”), a publicly traded special purpose acquisition company. The Company’s existing shareholders will retain 100% of their equity, which converts to 61.6% ownership of the outstanding shares of the post-combination company at closing, assuming no redemptions by ITHAX’s public shareholders. The transaction is expected to be completed during 2022. However, there can be no assurance as to when or if the closing of the Merger will occur. As a result of the proposed Merger, Mondee Holdings II, Inc. will be the surviving company and it will be renamed as “Mondee Holdings, Inc.” Going concern The Company has prepared its condensed consolidated financial statements assuming that the Company will continue as a going concern. The Company is required to make debt repayments aggregating to $13,743 and $9,742 up to March 31, 2023 and March 31, 2024, respectively. As of March 31, 2022, current liabilities are $65,759 and current assets are $54,166. Given that the Company has historically generated recurring net losses and negative cash flows from operations, it may be unable to make such specified debt repayments from operations when the balance is due. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, as of the date on which these condensed consolidated financial statements were available to be issued, the Company believes that its cash on hand, together with cash generated from sales and available line of credit, as further outlined immediately below, will satisfy its working capital and capital requirements for at least the next twelve months and accordingly, substantial doubt about the Company’s ability to continue as a going concern is alleviated. In December 2021, the Company entered the Merger with ITHAX, see above for further details. Upon the consummation of the Merger, the Company’s future reported cash balance is estimated to increase by $172,000 assuming maximum shareholder redemption of common stock, or $307,000 assuming no redemptions, including up to $70,000 in gross proceeds from the Private Investment in Public Equity (“PIPE”) financing. Further, the Company has $16,590 of un-restricted cash and $15,000 in unused line of credit as of March 31, 2022, and Mondee was able to generate positive cash flow from operating activities in the three month period ending March 31, 2022. Although travel volumes remain materially lower than historic levels, travel trends improved during second half of 2020, and in 2021 and the first quarter of 2022. Management expects this will result in working capital benefits and positive cash flow. It remains difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery. COVID-19 During 2020, the COVID-19 pandemic had severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. The spread of new variants of COVID-19 has caused uncertainty as to when restrictions will be lifted, if additional restrictions may be initiated or reimposed, if there will be permanent changes to travel behavior patterns, and the timing of distribution and administration of COVID-19 vaccines and other medical interventions globally. Overall, the full duration and total impact of COVID-19 remains uncertain, and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward. Even though there have been some improvements in the economic and operating conditions for our business since the outset of the COVID-19 pandemic, we cannot predict the long-term effects of the pandemic on our business or the travel and restaurant industries as a whole. If the travel industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to our operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers. Given the severe downturn in the global travel industry and the financial difficulties faced by many of our travel service providers, customers and marketing affiliates, we have increased our provision for allowance for doubtful accounts on receivables from our travel service providers and marketing affiliates. Moreover, due to the high level of cancellations of existing reservations, we have incurred, and may continue to incur, higher than normal cash outlays on chargebacks for prepaid reservations, including certain situations where we have already transferred the prepayment to the travel service provider. Any material increases in our allowance for doubtful accounts and chargebacks would have a corresponding adverse effect on our results of operations and related cash flows. | 1. NATURE OF OPERATIONS Mondee Holdings II, Inc., a wholly owned subsidiary of Mondee Holdings, LLC (“Holdings”, “Parent”), is a Delaware corporation formed on April 25, 2012. We refer to Mondee Holdings II, Inc. and its subsidiaries collectively as “Mondee,” the “Company,” “us,” “we” and “our” in these consolidated financial statements. Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. Mondee provides state-of-the art technologies, operating systems and services that modernize travel market transactions to better serve travelers seeking enhanced life-style choices directly or through travel affiliates. These technology-led platforms, combined with Mondee’s distribution network, access to global travel inventory and its extensive, negotiated travel content, create a modern travel marketplace. The Company believes this modern travel marketplace provides enhanced options to the increasingly discerning traveler, on efficient consumer- friendly distribution platforms that support its travel supplier partners in utilizing highly perishable travel inventory. In addition to the rapid development of a modern travel marketplace, Mondee is increasingly focused on expanding its marketplace to the gig economy segment of the travel market. The Company believes gig workers are seeking more flexible, diverse content travel services and that its platform is well suited to serve them. The Company also offers a new subscription incentive-based behavioral change platform that is designed to be user-friendly to make booking business trips rewarding for both the traveler and the corporation. Basis of presentation The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Revisions of Previously Issued Financial Statements During the preparation of the consolidated financial statements for year 2021, we identified a misstatement related to the related party disclosure in previously issued financial statements for the years ended December 31, 2020 and December 31, 2019. The previously disclosed related party transaction and balances at year end with respect to affiliate entities were not bifurcated between the three legal entities operating under the same brand name. This misstatement only impacted the footnote disclosure and did not impact previously reported consolidated financial statements. We assessed the materiality of the misstatement and concluded it was not material to the Company’s previously issued consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and that amendments of previously issued financial statements were therefore not required. However, we elected to revise the previously reported amounts in the related party disclosure to bifurcate the transactions for the year ended and balances as at year end between the three legal entities. The revision applies to the previously reported amounts for related party transactions for the year ended December 31, 2020. Special Purpose Acquisition Company In December 2021, the Company entered into an agreement and plans to merge (“the Merger”) with a subsidiary of ITHAX Acquisition Corp. (“ITHAX”), a publicly traded special purpose acquisition company. The Company’s existing shareholders will retain 100% of their equity, which converts to 62.9% ownership of the outstanding shares of the post-combination company at closing, assuming no redemptions by ITHAX’s public shareholders. The transaction is expected to be completed during 2022. However, there can be no assurance as to when or if the closing of the Merger will occur. As a result of the proposed Merger, Mondee Holdings II, Inc. will be the surviving company and it will be renamed as “Mondee Holdings, Inc.” Going concern The Company has prepared its consolidated financial statements assuming that the Company will continue as a going concern. As of December 31, 2021, the Company is required to make debt repayments aggregating to $11,401 and $9,814 in 2022 and 2023, respectively. The Company applied for and received gross proceeds of $3,576 in February 2021 from the second tranches of the PPP loan, of which $1,576 has been forgiven as of December 31, 2021. While the Company currently believes that its use of the remaining PPP loan proceeds will meet the conditions for forgiveness of the PPP loan, it is not guaranteed. As of December 31, 2021, current liabilities are In December 2021, the Company entered the Merger with ITHAX, see above for further details. Upon the consummation of the Merger, the Company’s future reported cash balance is estimated to increase by $150,000 assuming maximum shareholder redemption of common stock, or $267,144 assuming no redemptions, including up to $50,000 in gross proceeds from the Private Investment in Public Equity (“PIPE”) financing. Further, the Company has $15,506 of un-restricted cash and $15,000 in unused line of credit as of December 31, 2021. Although travel volumes remain materially lower than historic levels, travel trends improved during the second half of 2020, and in 2021. Management expects this would result in working capital benefits and positive cash flow more akin to typical historical trends. It remains difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery. COVID-19 During 2020, the COVID-19 pandemic has severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. The spread of new variants of COVID-19 has caused uncertainty as to when restrictions will be lifted, if additional restrictions may be initiated or reimposed, if there will be permanent changes to travel behavior patterns, and the timing of distribution and administration of COVID-19 vaccines and other medical interventions globally. Overall, the full duration and total impact of COVID-19 remains uncertain, and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward. Even though there have been some improvements in the economic and operating conditions for our business since the outset of the COVID-19 pandemic, we cannot predict the long-term effects of the pandemic on its business or the travel and restaurant industries as a whole. If the travel industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to our operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers. Given the severe downturn in the global travel industry and the financial difficulties faced by many of our travel service providers, customers and marketing affiliates, we have increased our provision for allowance for doubtful accounts on receivables from our travel service providers and marketing affiliates. Moreover, due to the high level of cancellations of existing reservations, we have incurred, and may continue to incur, higher than normal cash outlays on chargebacks for prepaid reservations, including certain situations where we have already transferred the prepayment to the travel service provider. Any material increases in our allowance for doubtful accounts and chargebacks would have a corresponding adverse effect on our results of operations and related cash flows. |
ITHAX ACQUISITION CORP. | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ITHAX Acquisition Corp.is a blank check company incorporated as a Cayman Islands exempted company on October 2, 2020, and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). ITHAX Acquisition Corp. has two wholly owned subsidiaries which were formed on December 9, 2021, ITHAX Merger Sub I, LLC (“Merger Sub I”), a Delaware limited liability company, and ITHAX Merger Sub II, LLC (“Merger Sub II”), a Delaware limited liability company. ITHAX Acquisition Corp. and its subsidiaries are collectively referred to as “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 growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and proceeding to complete the Business Combination, which is described in Note 6. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below) and recognizes changes in the fair value of warrant liabilities as other income (loss). 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” 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 3. 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 $14,681,886, consisting of $5,250,000 of underwriting fees, $9,082,500 of deferred underwriting fees and $349,386 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. 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 interest income earned on the Trust Account to pay taxes) 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 $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 6). 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 5), Private Placement Shares (as defined in Note 4) 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 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. 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 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 6) 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. As of March 31, 2022, no interest has been withdrawn from the Trust Account. 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, and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern Assessment As of March 31, 2022, the Company had cash of $230,529 not held in the Trust Account and available for working capital purposes. As of March 31, 2022, the Company had working capital of $184,367. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business for one year from this filing. 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 a 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 a 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 a 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 its obligations. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements — Going Concern,” the date for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as a going concern through February 1, 2023, (the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date). Management’s plan to alleviate the substantial doubt is to complete a business combination prior to February 1, 2023. The Company entered into a definitive Business Combination Agreement on December 20, 2021 (as defined below in Note 6) and is in the process of completing this Business Combination. Management has assessed the likelihood of whether it will be able to carry out its plan to complete this business combination prior to February 1, 2023. Management believes, as it is contractual, the business combination will occur prior to the termination date set forth in the Business Combination Agreement of July 3, 2022, which is before the date of the mandatory liquidation date. As such, based on these factors and other considerations, Management believes that its plan alleviates the substantial doubt raised by the date for mandatory liquidation described above. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ITHAX Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company on October 2, 2020, and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). ITHAX Acquisition Corp. has two wholly owned subsidiaries which were formed on December 9, 2021, ITHAX Merger Sub I, LLC (“Merger Sub 1”), a Delaware limited liability company, and ITHAX Merger Sub II, LLC (“Merger Sub 2”), a Delaware limited liability company. ITHAX Acquisition Corp. and its subsidiaries are collectively referred to as “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 growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies As of December 31, 2021, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and proceeding to complete the Businss Combination, which is described in Note 6. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below) and recognizes changes in the fair value of warrant liabilities as other income (expense). 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” 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 3. 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 $14,681,886, consisting of $5,250,000 of underwriting fees, $9,082,500 of deferred underwriting fees and $349,386 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. 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 interest income earned on the Trust Account to pay taxes) 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 $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 6). 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 5), Private Placement Shares (as defined in Note 4) 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 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. 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 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 6) 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. As of December 31, 2021, no interest has been withdrawn from the Trust Account. Risks and Uncertainties Management continues to evaluate 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 and/or search for a target company, the specific impact is not readily determinable as of the date of the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern Assessment As of December 31, 2021, the Company had cash of $525,204 not held in the Trust Account and available for working capital purposes. As of December 31, 2021, the Company had a working capital of $337,406. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business for one year from this filing. 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 a 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 a 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 a 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 its obligations. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the date for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as a going concern through February 1, 2023, (the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date). Management’s plan to alleviate the substantial doubt is to complete a business combination prior to February 1, 2023. The Company entered into a definitive Business Combination Agreement on December 20, 2021 (as defined below in Note 6) and is in the process of completing this Business Combination. Management has assessed the likelihood of whether it will be able to carry out its plan to complete this business combination prior to February 1, 2023. Management believes, as it is contractual, the business combination will occur prior to the termination date set forth in the Business Combination Agreement of July 31, 2022, which is before the date of the mandatory liquidation date. As such, based on these factors and other considerations, Management believes that its plan alleviates the substantial doubt raised by the date for mandatory liquidation described above. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ITHAX ACQUISITION CORP. | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 10, 2022. The accompanying condensed consolidated balance sheet as of December 31, 2021 has been derived from our audited consolidated financial statements included in the aforementioned Form 10-K. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 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 companies 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 exemptions from the requirements of holding a nonbinding advisory vote on executive compensation 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 that 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. 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 comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible 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. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities when the warrants are not publicly traded. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Cash and Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in mutual funds which are invested primarily in U.S. Treasury Securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. Unrealized gains and losses on marketable securities held in Trust Account are included in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. 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” (“ASC 480”), 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, 2022 and December 31, 2021, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the subsequent measurement of the initial book value to redemption amount. Subsequent measurement to the carrying value of redeemable Class A ordinary shares is due to interest income and unrealized gains or losses on the marketable securities held in the Trust Account. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,109,000) Class A ordinary shares issuance costs (14,006,535) Plus: Subsequent measurement of carrying value to redemption value 25,216,158 Class A ordinary shares subject to possible redemption – December 31, 2021 241,600,623 Plus: Subsequent measurement of carrying value to redemption value 7,540 Class A ordinary shares subject to possible redemption – March 31, 2022 $ 241,608,163 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Accordingly, offering costs totaling $14,681,886 (consisting of $5,250,000 in underwriters’ discount, $9,082,500 in deferred underwriters’ discount, and $349,386 of other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering using a with-or-without method 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 condensed consolidated statements of operations and offering costs of $14,006,535 associated with the Class A ordinary shares and Private Placement Units were initially charged to temporary equity and then subsequently measured to ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. 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 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. There are no changes in this assessment as of March 31, 2022. 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 are remeasured at 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 condensed consolidated statements of operations. 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 condensed consolidated 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 condensed consolidated financial statements and prescribes a recognition threshold and measurement process for condensed consolidated 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 no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ITHAX Acquisition Corp. 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. The Company’s United States subsidiaries had no activity for the three months ended March 31, 2022 and 2021 and the Company has deemed any income tax obligations to be immaterial. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase 12,412,500 Class A ordinary shares in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company, except for the 787,500 founder shares as of March 31, 2021 which are no longer forfeitable as of that date, and thus included for dilutive purposes. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except share amounts): Three Months Ended Three Months Ended March 31, 2021 March 31, 2022 (As Restated) Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 338,719 $ 94,147 $ 93,994 $ 37,400 Denominator: Basic and diluted weighted average shares outstanding 24,150,000 6,712,500 15,563,333 6,192,500 Basic and diluted net income per ordinary share $ 0.01 $ 0.01 $ 0.01 $ 0.01 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update No.2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company early adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 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 companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation 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 that 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. 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 comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities when the warrants are not publicly traded. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Cash and Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in US Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying consolidated statements of operations. Unrealized gains and losses on marketable securities held in Trust Account are included in the accompanying consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. 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 December 31, 2021, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s consolidated balance sheets. There were no shares subject to possible redemption at December 31, 2020. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the subsequent measurement of the initial book value to redemption amount. Subsequent measurement to the carrying value of redeemable Class A ordinary shares is due to interest income and unrealized gains or losses on the marketable securities held in the Trust Account. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A ordinary shares subject to redemption reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,109,000) Class A ordinary shares issuance costs (14,006,535) Plus: Subsequent measurement of carrying value to redemption value 25,216,158 Class A ordinary shares subject to possible redemption $ 241,600,623 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Accordingly, offering costs totaling $14,681,886 (consisting of $5,250,000 in underwriters’ discount, $9,082,500 in deferred underwriters’ discount, and $349,386 other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering using a with-or-without method 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 consolidated statements of operations and offering costs of $14,006,535 associated with the Class A ordinary shares and Private Placement Units were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. 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 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. 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 are remeasured at 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 consolidated statements of operations. 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 consolidated 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 consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated 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 no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 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. ITHAX Acquisitioon Corp. 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. The Company’s United States subsidiaries had no activity for the year ended December 31, 2021 and the Company has deemed any income tax obligations to be immaterial. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.”.Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase 12,412,500 Class A ordinary shares in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company, except for the 787,500 founder shares in December 31, 2021 which are no longer forfeitable and thus included for dilutive purposes. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts): For the period from October 2, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,551,089 $ 760,550 $ — $ (4,891) Denominator: Basic weighted average shares outstanding 22,098,904 6,588,288 — 5,250,000 Basic net income (loss) per ordinary share $ 0.12 $ 0.12 $ — $ 0.00 For the period from October 2, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,545,155 $ 766,484 $ — $ (4,891) Denominator: Diluted weighted average shares outstanding 22,098,904 6,655,171 — 5,250,000 Diluted net income (loss) per ordinary share $ 0.12 $ 0.12 $ — $ 0.00 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update No.2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”(“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ITHAX ACQUISITION CORP. | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL 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 one Class A ordinary share and one-half of one contingently redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). | NOTE 3. INITIAL 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 one Class A ordinary share and one-half of one contingently redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ITHAX ACQUISITION CORP. | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, including the exercise by the underwriters of their over-allotment option, 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 (each, a “Private Placement Share” or, collectively, “Private Placement Shares”) and one-half of one contingently redeemable warrant (each, a “Private Placement Warrant,” and together with the Public Warrants the “Warrants”). Each whole Private Placement Warrant is exercisable to purchase one non-redeemable Class A ordinary share at a price of $11.50 per share. The Private Placement Shares are classified in permanent equity as they are non-redeemable. 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 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, including the exercise by the underwriters of their over-allotment option, 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 (each, a “Private Placement Share” or, collectively, “Private Placement Shares”) and one-half of one contingently redeemable warrant (each, a “Private Placement Warrant, together with the Public Warrants the “Warrants”). Each whole Private Placement Warrant is exercisable to purchase one non-redeemable Class A ordinary share at a price of $11.50 per share. The Private Placement Shares are classified in permanent equity as they are non-redeemable. 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS A. Related Parties with whom transaction have taken place during the year: a. Mondee Holdings LLC — Parent Company b. Prasad Gundumogula — Chief Executive Officer (“CEO”) c. Metaminds Software Solutions Ltd (“Metaminds Software”) — Affiliate entity d. Metaminds Technologies Pvt Ltd (“Metaminds Technologies”) — Affiliate entity e. Metaminds Global Solutions Inc. (“Metaminds Global”) — Affiliate entity f. Mondee Group LLC — Affiliate entity g. LBF Travel Inc. — Company owned by Key Managerial Person h. Mike Melham — VP of Product Implementation B. Summary of balances due to and from related parties and transactions are as follows: March 31, December 31, Balances as at Year End 2022 2021 Amount payable to related party Metaminds Technologies 196 196 Metaminds Global 537 317 Mondee Group LLC (a) 1,241 203 Loan receivable from Related Party Mondee Group LLC (b) 22,181 22,054 Note Payable to Related Party Note payable to CEO (c) 194 193 Three months ended March 31, Transactions with Related Parties 2022 2021 Offshore IT, sales support and other services from Metaminds Software — 35 Metaminds Technologies 54 58 Metaminds Global 78 39 Offshore software development services from Metaminds Software — 140 Metaminds Technologies 216 234 Metaminds Global 312 154 Interest Income from Mondee Group Loan (b) 127 124 Service fee from Mondee Group LLC (a) 967 — Rent expense – from Mike Melham (d) 17 17 (a) Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC, in exchange for a service fee equal to 10% of the revenue derived from the sale of such airline tickets. Mondee Group, LLC, led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (b) The Company has a secured promissory note receivable from Mondee Group LLC, bearing an interest rate of 2.33 % compounded annually, with a 10-year term, and is secured by 14,708 Class A units in Parent. The note is due the earlier of March 25, 2026, or the occurrence of a change in control event. The note was amended subsequently as explained in note 13. (c) The Company has a note payable to the CEO amounting to $194 and $193 as of March 31, 2022 and December 31, 2021, respectively, and is included in loan payable to related party on the condensed consolidated balance sheets. The loan is collateralized and carries an interest rate of 2% per annum. Principal and interest are due on demand. (d) The Company currently rents two office spaces from Mike Melham, the Company’s VP of Product Implementation. The lease commencement date for both the leases was January 01, 2020. Each lease has a term of five years . The monthly minimum base rents are immaterial . | 13. RELATED PARTY TRANSACTIONS A. Related Parties with whom transaction have taken place during the year: a. Mondee Holdings LLC — Parent Company b. Prasad Gundumogula — Chief Executive Officer (“CEO”) c. Metaminds Software Solutions Ltd (“Metaminds Software”) — Affiliate entity d. Metaminds Technologies Pvt Ltd (“Metaminds Technologies”) — Affiliate entity e. Metaminds Global Solutions Inc. (“Metaminds Global”) — Affiliate entity f. Mondee Group LLC — Affiliate entity g. LBF Travel Inc. — Company owned by Key Managerial Person h. Mike Melham — VP of Product Implementation B. Summary of balances due to and from related parties and transactions during the year are as follows: As of December 31, Balances as at Year End 2021 2020 Amount payable to related party Metaminds Technologies 196 — Metaminds Global 317 757 Mondee Group LLC (a) 203 — Loan receivable from Related Party Mondee Group LLC (b) 22,054 21,547 Note Payable to Related Party Note payable to CEO (c) 193 189 Year ended December 31, Transactions with Related Parties 2021 2020 Offshore IT, sales support and other services from Metaminds Software 90 428 Metaminds Technologies 230 243 Metaminds Global 208 720 Offshore software development services from Metaminds Software 362 1,230 Metaminds Technologies 919 374 Metaminds Global 831 1,036 Repayment – Note to Mondee Group LLC (e) — 5,034 Interest Income from Mondee Group Loan (b) 505 496 Repayment – Note to LBF Travel Inc. (d) — 1,750 Service fee from Mondee Group LLC (a) 1,223 — Rent expense – from Mike Melham (f) 86 86 (a) Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC, in exchange for a service fee equal to 10% of the revenue derived from the sale of such airline tickets. Mondee Group, LLC, led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (b) The Company has a secured promissory note receivable from Mondee Group LLC, bearing an interest rate of 2.33% compounded annually, with a 10 - year term, and is secured by 14,708 Class A units in Parent. The note is due the earlier of March 25, 2026, or the occurrence of a change in control event. (c) The Company has a note payable to the CEO amounting to $193 and $189 as of December 31, 2021 and 2020, respectively, and is included in loan payable to related party on the consolidated balance sheets. The loan is collateralized and carries an interest rate of 2% per annum. Principal and interest are due on demand. (d) In connection with the acquisition of LBF, the Company issued a promissory note to LBF Travel Inc. The note bears an interest rate of 2% annually with a maturity date of January 31, 2020. The entire principal amount of the note along with the interest accrued thereon, was repaid on the maturity date. (e) During the year ended December 31, 2019, the Company obtained short-term borrowing from Mondee Group LLC amounting to $5,000 in the form of a promissory notes. The note bears an interest rate of 3% annually. The entire principal amount of the note along with the accrued interest thereon, was repaid in February 2020. (f) The Company currently rents two office spaces from Mike Melham, the Company’s VP of Product Implementation. The lease commencement date for both the leases was January 1, 2020. Each lease has a term of five years . The monthly minimum base rents are immaterial. |
ITHAX ACQUISITION CORP. | ||
RELATED PARTY TRANSACTIONS | NOTE 5. 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 an aggregate of 20,000 Founder Shares to two members of the board of directors (each received 10,000 Founder Shares). On October 28, 2020, the Sponsor and a third member of the board of directors agreed that the director would pay the Sponsor $41,250 and in exchange the Sponsor would (i) on October 28, 2020, transfer 10,000 Founder Shares to such director and (ii) immediately following the Company’s Business Combination, transfer a total of 4% of the outstanding Class A ordinary shares then held by the Sponsor to the director, with such percentage including the 10,000 Founder Shares the director already held. On January 27, 2021, the Company effectuated a stock dividend of 0.2 shares for each share outstanding, resulting in an aggregate of 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. The sale or transfers of the Founders Shares to members of the Company’s the board of directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of March 31, 2022, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized. 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, 2022 and 2021, the Company incurred and paid $30,000 and $20,000 in fees for these services, respectively. 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 was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Initial Public Offering. The then outstanding balance under the Promissory Note of $88,264 was repaid at the closing of the Initial Public Offering on February 1, 2021. Borrowings are no longer available under the Promissory Note. 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. Through the filing of these condensed consolidated financial statements, the Company has not borrowed any amounts under the Working Capital Loans. | NOTE 5. 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 an aggregate of 20,000 Founder Shares to two members of the board of directors (each received 10,000 Founder Shares). On October 28, 2020, the Sponsor and a third member of the board of directors agreed that the director would pay the Sponsor $41,250 and in exchange the Sponsor would (i) on October 28, 2020, transfer 10,000 Founder Shares to such director and (ii) immediately following the Company’s Business Combination, transfer a total of 4% of the outstanding Class A ordinary shares then held by the Sponsor to the director, with such percentage including the 10,000 Founder Shares the director already held. 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, which was retroactively reflected in the 2020 financial statements presented herein. 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 equal, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did 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. The sale or transfers of the Founders Shares to members of the Company’s the board of directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of December 31, 2021, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized. 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 year ended December 31, 2021 and for the period from October 2, 2020 (inception) through December 31, 2020, the Company incurred and paid $110,000 and $0 in fees for these services, respectively, which are included in formation and operational expenses in the accompanying consolidated statements of operations. 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 then outstanding balance under the Promissory Note of $88,264 was repaid at the closing of the Initial Public Offering on February 1, 2021. Borrowings are no longer available under the Promissory Note. 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. Through the filing date of these consolidated financial statements, the Company has not borrowed any amounts under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of March 31, 2022 the Company currently has two outstanding legal claims that may have an adverse material impact. Litigation Relating to LBF Acquisition. Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The case remains pending in Federal court. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible amount of any such payments cannot be made. On October 13, 2021, Mondee received a summons from Global Collect Services B.V. (“Ingenico”) to appear in the District Court of Amsterdam with respect to a claim of $548 for past dues and outstanding invoices, fees, plus interest and costs of collection. The Company is in current discussions to settle this lawsuit. Letters of Credit The Company had $6,354 secured letters of credit outstanding as of March 31, 2022. These primarily relate to securing the payment for the potential purchase of airline tickets in the ordinary course of business and are collateralized by term deposits and money market funds The following table presents our material contractual obligations as of March 31, 2022. By Period Total Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years 6,354 6,354 — — — | 11. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of December 31, 2021 the Company currently has two outstanding legal claims that may have an adverse material impact. Litigation Relating to LBF Acquisition. Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The case remains pending in Federal court. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible amount of any such payments cannot be made. On October 13, 2021, Mondee received a summons from Global Collect Services B.V. (“Ingenico”) to appear in the District Court of Amsterdam with respect to a claim of $548 for past dues and outstanding invoices, fees, plus interest and costs of collection. The Company is in current discussions to settle this lawsuit. Operating Leases The Company leases various office premises and facilities under operating leases that expire at various dates through October 2029. Certain of the Company’s operating lease agreements for office space also include rent holidays and scheduled rent escalations during the initial lease term. The Company has recorded the rent holiday as a deferred rent within accrued liabilities and other non-current liabilities on the consolidated balance sheets. The Company recognizes the deferred rent liability and scheduled rent increase on a straight-line basis into rent expense over the lease term commencing on the date the Company takes possession of the lease space. Future minimum lease payments under operating leases are as follows: Year ending December 31, 2022 $ 895 2023 480 2024 400 2025 188 2026 92 Thereafter 134 $ 2,189 Rent expense for the Company’s operating leases is recognized on a straight-line basis over the lease term. Rent expense for the years ended December 31, 2021 and 2020 was $1,485 and $2,293, respectively. Letters of Credit The Company had $7,258 and $7,430 of secured letters of credit outstanding as of December 31, 2021 and December 31, 2020, respectively. These primarily relate to securing the payment for the potential purchase of airline tickets in the ordinary course of business and are collateralized by term deposits and money market funds The following table presents our material contractual obligations as of December 31, 2021. By Period Total Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years $7,258 $ 7,258 $ 0 $ 0 $ 0 $7,258 $ 7,258 $ 0 $ 0 $ 0 |
ITHAX ACQUISITION CORP. | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on January 27, 2021 (the “IPO Registration Rights Agreement”), 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 three 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 IPO 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 of $9,082,500 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. Business Combination Agreement On December 20, 2021, the Company entered into a Business Combination Agreement with Mondee Holdings II, Inc., Delaware corporation and a travel technology company (“Mondee”). The Business Combination Agreement was entered into by and among ITHAX Acquisition Corp., Merger Sub I, Merger Sub II and Mondee. Pursuant to the Business Combination Agreement, the Company will become a Delaware corporation (the “Domestication”) and the parties will enter into a business combination transaction (together with the Domestication, the “Business Combination”) by which (i) Merger Sub I will merge with and into Mondee, with Mondee being the surviving entity in the merger (the “First Merger”), and (ii) immediately following the First Merger, Mondee will merge with and into Merger Sub II, with Merger Sub II being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions” and the closing of the Transactions, the “Closing”). As a result of the Domestication (i) each outstanding Class A ordinary share of the Company, par value $0.001 per share (the “Class A Shares”) will be automatically converted into one share of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of Ithax Acquisition Corp., a Delaware corporation (“New Mondee”) and each outstanding Class B ordinary share of the Company, par value $0.001 per share (the “Class B Shares”) will be automatically converted into one share of Class B common stock, par value $0.001 per share (the “Class B Common Stock”), of New Mondee, and (ii) pursuant to an amended and restated warrant agreement, each outstanding warrant of the Company will be replaced by a redeemable warrant of New Mondee, with substantially the same terms, exercisable for a share of Class A Common Stock. In connection with the Closing, New Mondee will amend and restate its certificate of incorporation, which will, among other things, convert each outstanding share of Class B Common Stock into one share of Class A Common Stock and change the name of the post-Closing company to “Mondee Holdings, Inc.” The Company filed its Form S-4 with the SEC on March 21, 2022. The Company filed Amendment No 1 to Form S-4 on April 26, 2022. The Company intends to consummates its Business Combination upon the SEC declaring the S-4 effective. Registration Rights Agreement The Business Combination Agreement contemplates that, at the Closing, the Company, the Sponsor, Mondee and the sole stockholder of Mondee (the “Sole Stockholder”) and the other parties thereto will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which Ithax will agree to register for resale certain shares of its Class A Common Stock that are held by the parties thereto from time to time. Additionally and pursuant to the Registration Rights Agreement, the holders of any shares of Class A Common Stock (the “Lock-Up Shares”) issued to the Sponsor prior to the Closing or to the Sole Stockholder in connection with the Business Combination Agreement, or to the Members (as defined below) in connection with the Earn-out Agreement (as defined below), may not transfer any Lock-Up Shares during the period beginning on the date of Closing and ending on the date that is the earlier of (A) six months after the Closing, (B) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 calendar days following the Closing and (C) the date on which the Company consummates a sale, merger, liquidation, exchange offer or other similar transaction after the Closing, which results in the stockholders immediately prior to such transaction having beneficial ownership of less than 50% of the outstanding voting securities of the combined company. Subscription Agreements Concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase in a private placement 5,000,000 shares of Class A Common Stock (the “PIPE Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $50,000,000 million (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Transactions and will be consummated concurrently with the Closing. The PIPE Shares to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act, and will be issued in reliance on the availability of an exemption from such registration. The PIPE Subscription Agreements further provide that the Company will use commercially reasonable efforts to file a registration statement to register the resale of the PIPE Shares within 30 calendar days after the Closing. It is expected that the PIPE Investors will be parties to the Registration Rights Agreement. On April 21, 2022, the Company entered into a PIPE Subscription Agreement with an additional investor (the “Additional Investor”), whereby the Additional Investor has committed to purchase in a private placement 2,000,000 shares of New Mondee Common Stock at a purchase price of $10.00 per share (the “Additional Shares”) and an aggregate purchase price of $20,000,000 million (the “Additional Investment”) bringing the total amount of commitments from both the PIPE Investment and the Additional Investment to $70.0 million. The Additional Investment will be consummated substantially concurrently with the Closing. The Additional Investor entered into a PIPE Subscription Agreement on substantially the same terms as those of the PIPE Investors, but also agreed not to sell or otherwise transfer any of the Additional Shares during the period beginning on the date of Closing and ending on the date that is the earlier of (A) six months after the Closing, (B) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 calendar days following the Closing and (C) the date on which New Mondee consummates a sale, merger, liquidation, exchange offer or other similar transaction after the Closing, which results in the stockholders immediately prior to such transaction having beneficial ownership of less than 50% of the outstanding voting securities of the combined company. In addition, at the Closing, the Additional Investor will enter into the Registration Rights Agreement, pursuant to which the Additional Investor will be entitled to certain registration rights in respect of the Additional Shares. The Additional Shares to be issued pursuant to the Additional Investment have not been registered under the Securities Act and will be issued in reliance on the availability of an exemption from such registration. Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor and Mondee. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed, among other things, subject to the terms and conditions of the Sponsor Support Agreement, (i) to vote all of its Class A Shares and Class B Shares and any other equity securities of the Company that Sponsor acquired record or beneficial ownership of after the date of the Sponsor Support Agreement and prior to the Closing, other than the shares of Class A Common Stock acquired by the Sponsor pursuant to the Private Placements (collectively, the “Subject SPAC Equity Securities”) (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Transactions (b) against any action, agreement, or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company, Merger Sub I or Merger Sub II under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated, (ii) not to redeem, elect to redeem or tender or submit any of its Subject SPAC Equity Securities for redemption in connection with the BCA or the Transactions, (iii) not to commit or agree to take any action inconsistent with the foregoing. (iv) to comply with and fully perform all of its obligations, covenants and agreements set forth in the Voting Letter Agreement (as defined therein), (v) not to modify or amend any agreement, contract or arrangement between or among Sponsor and any Affiliate of such Sponsor (other than SPAC or any of its Subsidiaries), on the one hand, and SPAC or any of its subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof. In addition, the Sponsor has agreed that if Mondee waives in writing the condition set forth in Section 7.03(e) of the Business Combination, requiring the amount of cash held by the Company to be equal to at least $150,000,000, the Sponsor shall, immediately prior to the First Merger and without any further action on its part, forfeit and surrender or cause the forfeiture and surrender to the Company for no consideration, 603,750 of its Class B Shares. The Sponsor Support Agreement also includes, among other things, a waiver by the Sponsor of its redemption rights and anti-dilution protection as set forth in Article 36.5 of the Company’s amended and restated memorandum and articles of association. The Sponsor Support Agreement will automatically terminate upon the earlier of (a) the Closing and (b) the termination of the Business Combination Agreement in accordance with its terms. Stockholder Support Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into a support agreement (the “Stockholder Support Agreement”) with the Sole Stockholder pursuant to which the Sole Stockholder has, among other things, agreed to vote (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Mergers and the other Transactions and (b) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated. The Stockholder Support Agreement will terminate upon the earlier of (a) the First Merger becomes effective and (b) the termination of the Business Combination Agreement in accordance with its terms. Earn-out Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into an earn-out agreement (the “Earn-out Agreement”) with certain signatories thereto (the “Members”), pursuant to which the Company has agreed, among other things that in connection with and upon the First Merger, the Company will issue to the Members up to 9,000,000 new shares of Class A Common Stock (the “Earn-out Shares”), with the Earn-out Shares vesting over the four-year period following Closing based on the achievement of certain milestones related to the trading price of the Company’s common stock set forth in the Earn-out Agreement. The Earn-out Agreement will terminate if the Business Combination Agreement is validly terminated in accordance with its terms prior to the Closing. Vendor Agreements On October 4, 2021, the Company entered into an agreement with a vendor for placement agency services in connection with the PIPE and customary capital market advisement services related to the pending Business Combination. The agreement calls for the vendor to receive a contingent fee equal to 7% of the gross proceeds of securities sold in the PIPE placement and capped at $3,500,000. On October 4, 2021, the Company entered into an agreement with a vendor for fund-raising services in connection with the PIPE and capital markets advisory services related to the pending Business Combination. The agreement calls for the vendor to receive a contingent fee equal to $500,000, plus 3.5% on the gross proceeds of securities sold in the PIPE placement exceeding $50,000,000 and capped at $1,500,000. On December 15, 2021, the Company entered into an agreement with a vendor for capital market advisement services related to the Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $1,000,000 upon the consummation of the Business Combination. On January 24, 2022, the Company entered into an agreement with a vendor for capital markets advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $500,000 upon the consummation of the Business Combination. On February 1, 2022, the Company entered into an agreement with a vendor for capital markets advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $625,000 upon the consummation of the Business Combination. As of December 31, 2021 the Company entered into an agreement with a vendor for an insurance policy, which the vendor will only receive insurance run-off premium in the amount of approximately $1,100,000 upon the consummation of the Business Combination. As of March 31, 2022, approximately $33,000 is included in accrued expenses in the accompanying condensed consolidated balance sheet. As of March 31, 2022, the Company incurred legal fees of approximately $1,941,000 which is included in deferred legal fees in the accompanying condensed consolidated balance sheet. These fees will only become due and payable upon the consummation of an initial Business Combination. Legal Proceedings In connection with the pending Business Combination, one purported stockholder has sent a demand letter. No amount of damages is stated in the demand letter. The Company believes that the threatened lawsuit is without merit and, if filed, the Company intends to defend the matters vigorously. The Company is currently unable to reasonably determine the outcome of any potential litigation or estimate any potential losses, and, as such, have not recorded a loss contingency. There is no other material litigation, arbitration or governmental proceedings currently pending against the Company or any members of its management team in their capacity as such. | NOTE 6. COMMITMENTS AND CONTINGENCIES 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 three 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. Business Combination Agreement On December 20, 2021, the Company entered into a Business Combination Agreement with Mondee Holdings II, Inc., a travel technology company. The Business Combination Agreement was entered into by and among ITHAX Acquisition Corp., Merger Sub 1, Merger Sub 2 and Mondee Holdings II, Inc., a Delaware corporation (“Mondee”). Pursuant to the Business Combination Agreement, the Company will become a Delaware corporation (the “Domestication”) and the parties will enter into a business combination transaction (together with the Domestication, the “Business Combination”) by which (i) Merger Sub I will merge with and into Mondee, with Mondee being the surviving entity in the merger (the “First Merger”), and (ii) immediately following the First Merger, Mondee will merge with and into Merger Sub II, with Merger Sub II being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions” and the closing of the Transactions, the “Closing”). As a result of the Domestication (i) each outstanding Class A ordinary share of the Company, par value $0.001 per share (the “Class A Shares”) and each outstanding Class B ordinary share of the Company, par value $0.001 per share (the “Class B Shares”) will be automatically converted into one share of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of Ithax Acquisition Corp., a Delaware corporation (“Delaware Ithax”), and (ii) pursuant to an amended and restated warrant agreement, each outstanding warrant of the Company will be replaced by a redeemable warrant of Delaware Ithax, with substantially the same terms, exercisable for a share of Class A Common Stock. In connection with the Closing, Delaware Ithax will change its name to “Mondee Holdings, Inc.” Registration Rights Agreement The Business Combination Agreement contemplates that, at the Closing, the Company, the Sponsor, Mondee and the sole stockholder of Mondee (the “Sole Stockholder”) and the other parties thereto will enter into the Registration Rights Agreement, pursuant to which Ithax will agree to register for resale certain shares of its Class A Common Stock that are held by the parties thereto from time to time. Additionally and pursuant to the Registration Rights Agreement, the holders of any shares of Class A Common Stock (the “Lock-Up Shares”) issued to the Sponsor prior to the Closing or to the Sole Stockholder in connection with the Business Combination Agreement, or to the Members (as defined below) in connection with the Earn-out Agreement (as defined below), may not transfer any Lock-Up Shares during the period beginning on the date of Closing and ending on the date that is the earlier of (A) six months after the Closing, (B) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 calendar days following the Closing and (C) the date on which the Company consummates a sale, merger, liquidation, exchange offer or other similar transaction after the Closing, which results in the stockholders immediately prior to such transaction having beneficial ownership of less than 50% of the outstanding voting securities of the combined company. Subscription Agreements Concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase in a private placement 5,000,000 shares of Class A Common Stock (the “PIPE Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $50,000,000 million (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Transactions and will be consummated concurrently with the Closing. The PIPE Shares to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act, and will be issued in reliance on the availability of an exemption from such registration. The PIPE Subscription Agreements further provide that the Company will use commercially reasonable efforts to file a registration statement to register the resale of the PIPE Shares within 30 calendar days after the Closing. It is expected that the PIPE Investors will be parties to the Registration Rights Agreement. Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor and Mondee. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed, among other things, subject to the terms and conditions of the Sponsor Support Agreement, (i) to vote all of its Class A Shares and Class B Shares and any other equity securities of the Company that Sponsor acquired record or beneficial ownership of after the date of the Sponsor Support Agreement and prior to the Closing, other than the shares of Class A Common Stock acquired by the Sponsor pursuant to the Private Placements (collectively, the “Subject SPAC Equity Securities”) (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Transactions (b) against any action, agreement, or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company, Merger Sub I or Merger Sub II under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated, (ii) not to redeem, elect to redeem or tender or submit any of its Subject SPAC Equity Securities for redemption in connection with the BCA or the Transactions, (iii) not to commit or agree to take any action inconsistent with the foregoing. (iv) to comply with and fully perform all of its obligations, covenants and agreements set forth in the Voting Letter Agreement (as defined therein), (v) not to modify or amend any agreement, contract or arrangement between or among Sponsor and any Affiliate of such Sponsor (other than SPAC or any of its Subsidiaries), on the one hand, and SPAC or any of its subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof. In addition, the Sponsor has agreed that if Mondee waives in writing the condition set forth in Section 7.03(e) of the Business Combination, requiring the amount of cash held by the Company to be equal to at least $150,000,000, the Sponsor shall, immediately prior to the First Merger and without any further action on its part, forfeit and surrender or cause the forfeiture and surrender to the Company for no consideration, 603,750 of its Class B Shares. The Sponsor Support Agreement also includes, among other things, a waiver by the Sponsor of its redemption rights and anti-dilution protection as set forth in Article 36.5 of the Company’s amended and restated memorandum and articles of association. The Sponsor Support Agreement will automatically terminate upon the earlier of (a) the Closing and (b) the termination of the Business Combination Agreement in accordance with its terms. Stockholder Support Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into a support agreement (the “Stockholder Support Agreement”) with the Sole Stockholder pursuant to which the Sole Stockholder has, among other things, agreed to vote (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Mergers and the other Transactions and (b) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated. The Stockholder Support Agreement will terminate upon the earlier of (a) the First Merger becomes effective and (b) the termination of the Business Combination Agreement in accordance with its terms. Earn-out Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into an earn-out agreement (the “Earn-out Agreement”) with certain signatories thereto (the “Members”), pursuant to which the Company has agreed, among other things that in connection with and upon the First Merger, the Company will issue to the Members up to 9,000,000 new shares of Class A Common Stock (the “Earn-out Shares”), with the Earn-out Shares vesting over the four-year period following Closing based on the achievement of certain milestones related to the trading price of the Company’s common stock set forth in the Earn-out Agreement. The Earn-out Agreement will terminate if the Business Combination Agreement is validly terminated in accordance with its terms prior to the Closing. Vendor Agreements On October 4, 2021, the Company entered into an agreement with a vendor for capital market advisement services and investment banking services related to the pending Business Combination. Specifically, the agreement relates to assisting in raising the funds as part of the PIPE financing. The agreement calls for the vendor to receive a contingent fee equal to 7% of the gross proceeds of securities sold in the PIPE placement and capped at $3,500,000. On October 4, 2021, the Company entered into an agreement with a vendor for investment banking services related to the pending Business Combination. Specifically, the agreement relates to assisting in raising the funds as part of the PIPE financing. The agreement calls for the vendor to receive a contingent fee equal to $500,000 plus 3.5% of the gross proceeds of securities sold in the PIPE placement and capped at $1,500,000. On December 15, 2021, the Company entered into an agreement with a vendor for capital market advisement services related to the Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $1,000,000 upon the consummation of the Business Combination. On January 24, 2022, the Company entered into an agreement with a vendor for advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $500,000 upon the consummation of the Business Combination. On February 1, 2022, the Company entered into an agreement with a vendor for advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $625,000 upon the consummation of the Business Combination. As of December 31, 2021 the Company entered into an agreement with a vendor for an insurance policy, which the vendor will only receive insurance run-off premium in the amount of approximately $1,100,000 upon the consummation of the Business Combination. Through December 31, 2021, the Company incurred legal fees of approximately $1,100,000. These fees will only become due and payable upon the consummation of an initial Business Combination. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SHAREHOLDERS' EQUITY | 11. COMMON STOCK Class A — Common stock The total number of capital stock the Company has authority to issue is 1,000 shares of Class A Common Stock, par value $0.01, of which 1 common stock is issued and outstanding Voting Each holder of common stock is entitled to one vote in respect of each share held by them in the records of the Company for all matters submitted to a vote. Liquidation In the event of liquidation of the Company, the holders of common stock shall be entitled to receive all the remaining assets of the Company, after distribution of all preferential amounts, if any. Such amounts will be in proportion to the number of equity shares held by the shareholders. | 15. COMMON STOCK Class A — Common stock The total number of capital stock the Company has authority to issue is 1,000 shares of Class A Common Stock, par value $0.01, of which 1 common stock is issued Voting Each holder of common stock is entitled to one vote in respect of each share held by them in the records of the Company for all matters submitted to a vote. Liquidation In the event of liquidation of the Company, the holders of common stock shall be entitled to receive all the remaining assets of the Company, after distribution of all preferential amounts, if any. Such amounts will be in proportion to the number of equity shares held by the shareholders. |
ITHAX ACQUISITION CORP. | ||
SHAREHOLDERS' EQUITY | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares — Class A Ordinary Shares Class B Ordinary Shares 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 adjustments. | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares outstanding outstanding Class B Ordinary Shares 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. |
WARRANTS
WARRANTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ITHAX ACQUISITION CORP. | ||
WARRANTS | NOTE 8. WARRANTS As of March 31, 2022 and December 31, 2021, there were 12,075,000 Public Warrants and 337,500 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. 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. 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: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption, or the 30-day ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third 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. 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 Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. 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 and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. | NOTE 8. WARRANTS As of December 31, 2021, there were 12,075,000 Public Warrants and 337,500 Private Placement Warrants outstanding. As of December 31, 2020, there were no Public Warrants and Private Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. 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. 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: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption, or the 30-day ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third 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. 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 Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. 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 and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | 3. FAIR VALUE MEASUREMENT The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table sets forth the Company’s financial liabilities that were measured at fair value, on a recurring basis: March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Earn-out consideration (1) — $ — $ 762 $ 762 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Earn-out consideration (1) $ — $ — $ 597 $ 597 (1) The earn-out consideration represents arrangements to pay the former owners of LBF, acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and three month ended March 31, 2022. As of March 31, 2022, there was no payment given the Company did not meet the EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) threshold required. Earn-out consideration is included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. For Level 3 earn-out consideration, the Company assesses the fair value of expected earn-out consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earn-out consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earn- out. The earn-out consideration is included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. Change in the fair value of earn-out consideration is reflected in our condensed consolidated statements of operations. Changes to the unobservable inputs do not have a material impact on the Company’s condensed consolidated financial statements. Rollforward of Level 3 Recurring Fair Value Measurements The following table summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3): March 31, March 31, 2022 2021 Balance, beginning of period $ 597 $ 332 Change in the estimated fair value of earn-out consideration 165 208 Balance, end of period $ 762 $ 540 The fair value of Company’s short term financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated their carrying values as of March 31, 2022 and December 31, 2021, due to their short-term nature. The Company’s restricted short-term investments are certificate of deposits held at banks and it is management’s intent to hold to maturity. As such, the Company records restricted short-term investments and long-term debt due from related parties on an amortized cost basis. There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the three-month period ended March 31, 2022 and for the year ended December 31, 2021. Assets Measured at Fair Value on a Nonrecurring Basis Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur. As of March 31, 2022 and March 31, 2021 the Company has not recorded any impairment charges on non-financial assets. | 3. FAIR VALUE MEASUREMENT The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis: December 31, 2021 Level 1 Level 2 Level 3 Total Assets Restricted cash and cash equivalents (1) — — — — Total assets $ — $ — $ — $ — Liabilities Earn-out consideration (2) — $ — $ 597 $ 597 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Restricted cash and cash equivalents (1) 100 — — 100 Total assets $ 100 $ — $ — $ 100 Liabilities Earn-out consideration (2) $ — $ — $ 332 $ 332 (1) Includes money market funds that are highly liquid investments with maturity periods of three months or less. (2) The earn-out consideration represents arrangements to pay the former owners of LBF, acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and 2022. Earn-out consideration is included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. For Level 3 earn-out consideration, the Company assesses the fair value of expected earn-out consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earn-out consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earn- out. The earn-out consideration is included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. Change in the fair value of earn-out consideration is reflected in our consolidated statements of operations. Changes to the unobservable inputs do not have a material impact on the Company’s consolidated financial statements. Rollforward of Level 3 Recurring Fair Value Measurements The following table summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (in thousand): For the Year Ended December 31, 2021 2020 Balance, beginning of year $ 332 $ 398 Change in the estimated fair value of earn-out consideration 265 (66) Balance, end of year $ 597 $ 332 The fair value of Company’s short term financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated their carrying values as of December 31, 2021, and 2020, due to their short-term nature. The Company records restricted short-term investments and long-term debt due from related parties on an amortized cost basis. There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the years ended December 31, 2021 and 2020. Assets Measured at Fair Value on a Nonrecurring Basis Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur. As of December 31, 2021 and 2020 the Company has not recorded any impairment chargers on non-financial assets. |
ITHAX ACQUISITION CORP. | ||
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, December 31, Description Level 2022 2021 Assets: Marketable securities held in Trust Account 1 $ 241,608,163 $ 241,600,623 Liabilities: Warrant Liability – Public Warrants 1 $ 3,864,000 $ 6,520,500 Warrant Liability – Private Placement Warrants 3 $ 108,000 $ 182,250 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations. The Private Placement Warrants were valued using the Black-Scholes option pricing model. The Black Scholes model is a theoretical extension of binomial option pricing theory, in that consideration of discrete probabilities and option payoff outcomes are divided into smaller and smaller intervals. At the limit, the binomial process converges to the Black-Scholes formula, which indicates that a call option value is equal to the security price times a probability, minus the present value of the exercise times a probability. The probabilities are given by the cumulative normal distribution. The Public Warrants were initially valued using a Monte Carlo Model. The Monte Carlo method is an analysis method designed to determine the value of variables such as the expected value of the Warrants as of the valuation date. This value is fundamentally uncertain, and it is determined by what statisticians call estimators. The model estimates the value of the Public Warrants after 100,000 trials based on the Company’s ordinary share price at the end of the Public Warrants’ expected life. The price estimates are based on a probability distribution of the price of the Company’s ordinary shares under a risk-neutral premise. For periods subsequent to the detachment of the Public Warrants from the Units, which occurred on March 22, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price on the Nasdaq Stock Market LLC as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The inputs used in the Black-Scholes model for Private Placement Units and the Monte Carlo Model for Public Units is as follows: February 1, 2021 (Initial Measurement) December 31, 2021 March 31, 2022 Public Private Private Private Input Warrants Warrants Warrants Warrants Ordinary Share Price $ 9.55 $ 9.55 $ 9.82 $ 9.87 Exercise Price $ 11.50 $ 11.50 $ 11.5 $ 11.50 Expected Life (in years) 5 5 5.26 5.12 Risk Free Interest Rate 0.49 % 0.49 % 1.3 % 2.5 % Volatility 19.00 % 19.00 % 9.9 % 4.9 % Dividend Yield 0.00 % 0.00 % 0.00 % 0.00 % Redemption Trigger (20 of 30 trading days) $ 18.00 N/A N/A N/A The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 1, 2021 313,875 11,109,000 11,422,875 Change in fair value (131,625) (2,898,000) (3,029,625) Transfers to Level 1 — (8,211,000) (8,211,000) Fair value as of December 31, 2021 $ 182,250 $ — $ 182,250 Change in fair value (74,250) — (74,250) Fair value as of March 31, 2022 $ 108,000 $ — $ 108,000 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 measurement during the year ended December 31, 2021 was approximately $8.2 million. | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 241,600,623 Liabilities: Warrant Liability – Public Warrants 1 $ 6,520,500 Warrant Liability – Private Placement Warrants 3 $ 182,250 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations. The Private Placement Warrants were valued using the Black-Scholes option pricing model. The Black Scholes model is a theoretical extension of binomial option pricing theory, in that consideration of discrete probabilities and option payoff outcomes are divided into smaller and smaller intervals. At the limit, the binomial process converges to the Black-Scholes formula, which indicates that a call option value is equal to the security price times a probability, minus the present value of the exercise times a probability. The probabilities are given by the cumulative normal distribution. The Public Warrants were initially valued using a Monte Carlo Model. The Monte Carlo method is an analysis method designed to determine the value of variables such as the expected value of the Warrants as of the valuation date. This value is fundamentally uncertain, and it is determined by what statisticians call estimators. The model estimates the value of the Public Warrants after 100,000 trials based on the Company’s ordinary share price at the end of the Public Warrants’ expected life. The price estimates are based on a probability distribution of the price of the Company’s ordinary shares under a risk-neutral premise. For periods subsequent to the detachment of the Public Warrants from the Units, which occurred on March 22, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price on the Nasdaq Stock Market LLC as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The inputs used in the Black-Scholes model for Private Placement Units and the Monte Carlo Model for Public Units is as follows: February 1, 2021 (Initial Measurement) December 31, 2021 Public Private Private Input Warrants Warrants Warrants Ordinary Share Price $ 9.55 9.55 $ 9.82 Exercise Price $ 11.50 11.50 $ 11.50 Expected Life (in years) 5 5 5.26 Risk Free Interest Rate 0.49 % 0.49 % 1.3 % Volatility 19.00 % 19.00 % 9.9 % Dividend Yield 0.00 % 0.00 % 0.00 % Redemption Trigger (20 of 30 trading days) $ 18.00 N/A N/A The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 1, 2021 313,875 11,109,000 11,422,875 Change in fair value (131,625) (2,898,000) (3,029,625) Transfers to Level 1 — (8,211,000) (8,211,000) Fair value as of December 31, 2021 $ 182,250 $ — $ 182,250 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 measurement during the year ended December 31, 2021 was approximately $8.2 million. There were no transfers to/from Levels 1 2 3 December |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred through May 19, 2022, which represents the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. Related Party Agreement The Mondee Group LLC (“Borrower”) promissory note was amended on May 18, 2022. Per the amendment, the principal and interest owing may be repaid, at the election of the Borrower, in cash or units of Mondee Holdings LLC (“Holdings”), or any securities received in redemption of, as a distribution on or in exchange for the units of Holdings in connection with the closing of the transactions contemplated by the Business Combination Agreement, dated December 20, 2021, among Mondee Holdings II, Inc., Ithax Acquisition Corp., Ithax Merger Sub I, LLC and Ithax Merger Sub II, LLC, or a combination thereof. | 17. SUBSEQUENT EVENTS The Company evaluated subsequent events through March 19, 2022, which represents the date the consolidated financial statements were available to be issued. There were no subsequent events or transactions identified which require disclosure. |
ITHAX ACQUISITION CORP. | ||
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the condensed consolidated financial statements. On April 21, 2022, the Company entered into a PIPE Subscription Agreement with an additional investor (the “Additional Investor”), whereby the Additional Investor has committed to purchase in a private placement 2,000,000 shares of New Mondee Common Stock at a purchase price of $10.00 per share (the “Additional Shares”) and an aggregate purchase price of $20,000,000 million (the “Additional Investment”) bringing the total amount of commitments from both the PIPE Investment and the Additional Investment to $70.0 million. See Note 6. | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 24 and February 1, 2022, the Company entered into agreements with vendors for advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $500,000 and $625,000, respectively, upon the consummation of the Business Combination. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Use of Estimates | Use of estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, the determination of the incremental borrowing rate used for operating lease liabilities, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long-lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. | Use of estimates The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long- lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. |
Offering Costs | Deferred offering costs Deferred offering costs, which consist of direct incremental legal, consulting, and accounting fees and printer costs relating to an anticipated public offering, are capitalized and will be offset against proceeds upon the consummation of the offering. In the event the offering is terminated, the deferred offering costs will be expensed. As of March 31, 2022 the Company had $2,255 of deferred offering costs in prepaid expenses and other currents assets on the condensed consolidated balance sheets. No amounts were capitalized as of December 31, 2021. | |
Income Taxes | Income taxes The Company is subject to payment of federal and state income taxes in the U.S. and other forms of income taxes in other jurisdictions. Consequently, the Company determines its consolidated provision for income taxes based on tax obligations incurred using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, the Company believes it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company evaluates uncertain tax positions to determine if it is more likely than not that they would be sustained upon examination. The Company records a liability when such uncertainties fail to meet the more likely than not threshold. A US shareholder is subject to current tax on “global intangible low-taxed income” (GILTI) of its controlled foreign corporations (CFCs). The Company is subject to tax under GILTI provisions and includes its CFCs income in its US income tax provision in the period the CFCs earn the income. | |
Concentration of Credit Risk | Certain risks and concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company does not consider there to be significant concentration of credit risk relating to accounts receivable. The Company’s cash and cash equivalents and restricted cash are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. 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 and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. | Certain risks and concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. The Company does not consider there to be significant concentration of credit risk relating to accounts receivables. The Company’s cash and cash equivalents and restricted cash are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprise of amounts due from affiliates, airline companies and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. |
Recently Issued Accounting Standards | Recently adopted accounting pronouncements On January 1, 2022, the Company adopted FASB ASU No. 2016-02, Leases (Topic 842), which requires recognition of right-of-use (“ROU”) assets and lease liabilities for most leases on the Company’s condensed consolidated balance sheet. The Company adopted Topic 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11. As a result, the Company was not required to adjust its comparative periods’ financial information for effects of the standard or make the new required lease disclosures for the periods before the date of adoption (i.e., January 1, 2022). The Company elected the package of practical expedients which allowed the Company not to reassess (1) whether existing or expired contracts, as of the adoption date, contain leases, (2) the lease classification for existing leases, and (3) whether existing initial direct costs meet the new definition. The Company also elected the practical expedient to not separate lease and non-lease components for its facility leases. The Company notes that adopting the new standard resulted in recording a lease liability and right- of-use asset associated with the Company’s facility lease agreement totaling $2,282 and $2,200, respectively as of January 1, 2022. | Recently adopted accounting policies In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The intent of this pronouncement is to align the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software as defined in ASC 350-40. Under ASU 2018-15, the capitalized implementation costs related to a cloud computing arrangement will be amortized over the term of the arrangement and all capitalized implementation amounts will be required to be presented in the same line items of the Consolidated financial statements as the related hosting fees. ASU 2018-15 is effective for public and private companies’ fiscal years beginning after December 15, 2019, and December 15, 2020, respectively, and interim periods within those fiscal years, with early adoption permitted. The Company adopt ASU 2018-15 under the private company transition guidance as of January 1, 2021. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements. |
ITHAX ACQUISITION CORP. | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 10, 2022. The accompanying condensed consolidated balance sheet as of December 31, 2021 has been derived from our audited consolidated financial statements included in the aforementioned Form 10-K. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | 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 companies 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 exemptions from the requirements of holding a nonbinding advisory vote on executive compensation 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 that 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. 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 comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | 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 companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation 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 that 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. 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 comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible 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. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities when the warrants are not publicly traded. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities when the warrants are not publicly traded. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in mutual funds which are invested primarily in U.S. Treasury Securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. Unrealized gains and losses on marketable securities held in Trust Account are included in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. | Cash and Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in US Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying consolidated statements of operations. Unrealized gains and losses on marketable securities held in Trust Account are included in the accompanying consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Class A Ordinary Shares Subject to Possible Redemption | 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” (“ASC 480”), 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, 2022 and December 31, 2021, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the subsequent measurement of the initial book value to redemption amount. Subsequent measurement to the carrying value of redeemable Class A ordinary shares is due to interest income and unrealized gains or losses on the marketable securities held in the Trust Account. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,109,000) Class A ordinary shares issuance costs (14,006,535) Plus: Subsequent measurement of carrying value to redemption value 25,216,158 Class A ordinary shares subject to possible redemption – December 31, 2021 241,600,623 Plus: Subsequent measurement of carrying value to redemption value 7,540 Class A ordinary shares subject to possible redemption – March 31, 2022 $ 241,608,163 | 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 December 31, 2021, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s consolidated balance sheets. There were no shares subject to possible redemption at December 31, 2020. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the subsequent measurement of the initial book value to redemption amount. Subsequent measurement to the carrying value of redeemable Class A ordinary shares is due to interest income and unrealized gains or losses on the marketable securities held in the Trust Account. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A ordinary shares subject to redemption reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,109,000) Class A ordinary shares issuance costs (14,006,535) Plus: Subsequent measurement of carrying value to redemption value 25,216,158 Class A ordinary shares subject to possible redemption $ 241,600,623 |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Accordingly, offering costs totaling $14,681,886 (consisting of $5,250,000 in underwriters’ discount, $9,082,500 in deferred underwriters’ discount, and $349,386 of other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering using a with-or-without method 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 condensed consolidated statements of operations and offering costs of $14,006,535 associated with the Class A ordinary shares and Private Placement Units were initially charged to temporary equity and then subsequently measured to ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Accordingly, offering costs totaling $14,681,886 (consisting of $5,250,000 in underwriters’ discount, $9,082,500 in deferred underwriters’ discount, and $349,386 other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering using a with-or-without method 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 consolidated statements of operations and offering costs of $14,006,535 associated with the Class A ordinary shares and Private Placement Units were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. |
Warrant Liabilities | 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 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. There are no changes in this assessment as of March 31, 2022. 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 are remeasured at 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 condensed consolidated statements of operations. | 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 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. 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 are remeasured at 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 consolidated statements of operations. |
Income Taxes | 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 condensed consolidated 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 condensed consolidated financial statements and prescribes a recognition threshold and measurement process for condensed consolidated 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 no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ITHAX Acquisition Corp. 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. The Company’s United States subsidiaries had no activity for the three months ended March 31, 2022 and 2021 and the Company has deemed any income tax obligations to be immaterial. | 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 consolidated 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 consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated 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 no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 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. ITHAX Acquisitioon Corp. 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. The Company’s United States subsidiaries had no activity for the year ended December 31, 2021 and the Company has deemed any income tax obligations to be immaterial. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase 12,412,500 Class A ordinary shares in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company, except for the 787,500 founder shares as of March 31, 2021 which are no longer forfeitable as of that date, and thus included for dilutive purposes. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except share amounts): Three Months Ended Three Months Ended March 31, 2021 March 31, 2022 (As Restated) Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 338,719 $ 94,147 $ 93,994 $ 37,400 Denominator: Basic and diluted weighted average shares outstanding 24,150,000 6,712,500 15,563,333 6,192,500 Basic and diluted net income per ordinary share $ 0.01 $ 0.01 $ 0.01 $ 0.01 | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.”.Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase 12,412,500 Class A ordinary shares in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company, except for the 787,500 founder shares in December 31, 2021 which are no longer forfeitable and thus included for dilutive purposes. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts): For the period from October 2, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,551,089 $ 760,550 $ — $ (4,891) Denominator: Basic weighted average shares outstanding 22,098,904 6,588,288 — 5,250,000 Basic net income (loss) per ordinary share $ 0.12 $ 0.12 $ — $ 0.00 For the period from October 2, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,545,155 $ 766,484 $ — $ (4,891) Denominator: Diluted weighted average shares outstanding 22,098,904 6,655,171 — 5,250,000 Diluted net income (loss) per ordinary share $ 0.12 $ 0.12 $ — $ 0.00 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update No.2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company early adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update No.2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”(“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) - ITHAX ACQUISITION CORP. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Summary of reconciliation of company's financial statements | Gross proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,109,000) Class A ordinary shares issuance costs (14,006,535) Plus: Subsequent measurement of carrying value to redemption value 25,216,158 Class A ordinary shares subject to possible redemption – December 31, 2021 241,600,623 Plus: Subsequent measurement of carrying value to redemption value 7,540 Class A ordinary shares subject to possible redemption – March 31, 2022 $ 241,608,163 | Gross proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,109,000) Class A ordinary shares issuance costs (14,006,535) Plus: Subsequent measurement of carrying value to redemption value 25,216,158 Class A ordinary shares subject to possible redemption $ 241,600,623 |
Reconciliation of Net Loss per Common Share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except share amounts): Three Months Ended Three Months Ended March 31, 2021 March 31, 2022 (As Restated) Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 338,719 $ 94,147 $ 93,994 $ 37,400 Denominator: Basic and diluted weighted average shares outstanding 24,150,000 6,712,500 15,563,333 6,192,500 Basic and diluted net income per ordinary share $ 0.01 $ 0.01 $ 0.01 $ 0.01 | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts): For the period from October 2, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,551,089 $ 760,550 $ — $ (4,891) Denominator: Basic weighted average shares outstanding 22,098,904 6,588,288 — 5,250,000 Basic net income (loss) per ordinary share $ 0.12 $ 0.12 $ — $ 0.00 For the period from October 2, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,545,155 $ 766,484 $ — $ (4,891) Denominator: Diluted weighted average shares outstanding 22,098,904 6,655,171 — 5,250,000 Diluted net income (loss) per ordinary share $ 0.12 $ 0.12 $ — $ 0.00 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of changes in the fair value of warrant liabilities | March 31, March 31, 2022 2021 Balance, beginning of period $ 597 $ 332 Change in the estimated fair value of earn-out consideration 165 208 Balance, end of period $ 762 $ 540 | The following table summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (in thousand): For the Year Ended December 31, 2021 2020 Balance, beginning of year $ 332 $ 398 Change in the estimated fair value of earn-out consideration 265 (66) Balance, end of year $ 597 $ 332 |
ITHAX ACQUISITION CORP. | ||
Schedule of Company's assets that are measured at fair value on a recurring basis | March 31, December 31, Description Level 2022 2021 Assets: Marketable securities held in Trust Account 1 $ 241,608,163 $ 241,600,623 Liabilities: Warrant Liability – Public Warrants 1 $ 3,864,000 $ 6,520,500 Warrant Liability – Private Placement Warrants 3 $ 108,000 $ 182,250 | December 31, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 241,600,623 Liabilities: Warrant Liability – Public Warrants 1 $ 6,520,500 Warrant Liability – Private Placement Warrants 3 $ 182,250 |
Schedule of significant inputs to the Monte Carlo Simulation for the fair value | February 1, 2021 (Initial Measurement) December 31, 2021 March 31, 2022 Public Private Private Private Input Warrants Warrants Warrants Warrants Ordinary Share Price $ 9.55 $ 9.55 $ 9.82 $ 9.87 Exercise Price $ 11.50 $ 11.50 $ 11.5 $ 11.50 Expected Life (in years) 5 5 5.26 5.12 Risk Free Interest Rate 0.49 % 0.49 % 1.3 % 2.5 % Volatility 19.00 % 19.00 % 9.9 % 4.9 % Dividend Yield 0.00 % 0.00 % 0.00 % 0.00 % Redemption Trigger (20 of 30 trading days) $ 18.00 N/A N/A N/A | February 1, 2021 (Initial Measurement) December 31, 2021 Public Private Private Input Warrants Warrants Warrants Ordinary Share Price $ 9.55 9.55 $ 9.82 Exercise Price $ 11.50 11.50 $ 11.50 Expected Life (in years) 5 5 5.26 Risk Free Interest Rate 0.49 % 0.49 % 1.3 % Volatility 19.00 % 19.00 % 9.9 % Dividend Yield 0.00 % 0.00 % 0.00 % Redemption Trigger (20 of 30 trading days) $ 18.00 N/A N/A |
Schedule of changes in the fair value of warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 1, 2021 313,875 11,109,000 11,422,875 Change in fair value (131,625) (2,898,000) (3,029,625) Transfers to Level 1 — (8,211,000) (8,211,000) Fair value as of December 31, 2021 $ 182,250 $ — $ 182,250 Change in fair value (74,250) — (74,250) Fair value as of March 31, 2022 $ 108,000 $ — $ 108,000 | Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 1, 2021 313,875 11,109,000 11,422,875 Change in fair value (131,625) (2,898,000) (3,029,625) Transfers to Level 1 — (8,211,000) (8,211,000) Fair value as of December 31, 2021 $ 182,250 $ — $ 182,250 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 3 Months Ended | 12 Months Ended | |||
Feb. 01, 2021 USD ($) $ / shares shares | Oct. 02, 2020 | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | |
ITHAX ACQUISITION CORP. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of Private Placements Units | $ 6,750,000 | $ 6,750,000 | |||
Transaction Costs | $ 14,681,886 | ||||
Underwriting fees | 5,250,000 | ||||
Deferred underwriting fees payable | 9,082,500 | $ 9,082,500 | 9,082,500 | ||
Other offering costs | $ 349,386 | ||||
Condition for future business combination number of businesses minimum | 1 | ||||
Payments for investment of cash in Trust Account | $ 241,500,000 | 241,500,000 | |||
Interest withdrawn from trust account | $ 0 | ||||
Condition for future business combination use of proceeds percentage | 80 | 80 | |||
Condition for future business combination threshold Percentage Ownership | 50 | 50 | |||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | |||
Redemption limit percentage without prior consent | 15 | 15 | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | 100% | |||
Redemption period upon closure | 10 days | 10 days | |||
Maximum Allowed Dissolution Expenses | $ 100,000 | $ 100,000 | |||
Cash available for working capital | 230,529 | 525,204 | |||
Working capital | 184,367 | 337,406 | |||
Initial Public Offering | ITHAX ACQUISITION CORP. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs (in shares) | shares | 24,150,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 241,500,000 | ||||
Deferred underwriting fees payable | $ 7,350,000 | 7,350,000 | |||
Payments for investment of cash in Trust Account | $ 241,500,000 | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of Private Placements Units | $ 6,750,000 | ||||
Private Placement | ITHAX ACQUISITION CORP. | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Units, net of initial fair value of Private Warrants and offering costs (in shares) | shares | 675,000 | 675,000 | 675,000 | ||
Price of warrant | $ / shares | $ 10 | $ 10 | |||
Proceeds from sale of Private Placements Units | $ 6,750,000 | $ 6,750,000 | |||
Over-allotment option | ITHAX ACQUISITION CORP. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs (in shares) | shares | 3,150,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Deferred underwriting fees payable | $ 1,732,500 | $ 1,732,500 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 01, 2021 | |
Unrecognized tax benefits | $ 0 | $ 0 | |||
Statutory tax rate (as a percent) | 21% | 21% | |||
ITHAX ACQUISITION CORP. | |||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Transaction Costs Allocated To Warrant Liabilities | $ (675,351) | (675,351) | |||
Underwriting fees | $ 5,250,000 | ||||
Deferred underwriting fees payable | 9,082,500 | 9,082,500 | 9,082,500 | ||
Transaction Cost | 14,681,886 | ||||
Offering costs | 14,006,535 | 14,006,535 | |||
Sale of Stock, Other Offering Cost | $ 349,386 | ||||
Unrecognized tax benefits | 0 | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | ||
Shares subject to forfeiture | 787,500 | 787,500 | |||
Federal Depository Insurance Coverage | $ 250,000 | $ 250,000 | |||
Class A Common Stock | ITHAX ACQUISITION CORP. | |||||
Number of warrants to purchase shares issued | 12,412,500 | 12,412,500 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of reconciliation of company's financial statements (Details) - ITHAX ACQUISITION CORP. - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class A ordinary shares issuance costs | $ 14,006,535 | $ 14,006,535 |
Class A Common Stock Subject to Redemption | ||
Gross proceeds | 241,500,000 | |
Proceeds allocated to Public Warrants | (11,109,000) | |
Class A ordinary shares issuance costs | (14,006,535) | |
Subsequent measurement of carrying value to redemption value | 7,540 | 25,216,158 |
Class A ordinary shares subject to possible redemption; 24,150,000 and no shares at redemption value as of December 31, 2021 and 2020, respectively | $ 241,608,163 | $ 241,600,623 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - ITHAX ACQUISITION CORP. - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Class A and Class B Redeemable ordinary shares | ||||
Numerator: | ||||
Allocation of net income | $ 338,719 | $ 93,994 | ||
Denominator: | ||||
Basic weighted average shares outstanding | 24,150,000 | 15,563,333 | ||
Diluted weighted average shares outstanding | 24,150,000 | 15,563,333 | ||
Basic net income per ordinary share | $ 0.01 | $ 0.01 | ||
Diluted net income per ordinary share | $ 0.01 | $ 0.01 | ||
Class A and Class B non-redeemable ordinary shares | ||||
Numerator: | ||||
Allocation of net income | $ 94,147 | $ 37,400 | ||
Denominator: | ||||
Basic weighted average shares outstanding | 6,712,500 | 6,192,500 | 5,250,000 | 6,588,288 |
Diluted weighted average shares outstanding | 6,712,500 | 6,192,500 | 6,655,171 | |
Basic net income per ordinary share | $ 0.01 | $ 0.01 | $ 0 | $ 0.12 |
Diluted net income per ordinary share | $ 0.01 | $ 0.01 | $ 0.12 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - ITHAX ACQUISITION CORP. | Feb. 01, 2021 $ / shares shares |
Initial Public Offering | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units sold | 24,150,000 |
Purchase price, per unit | $ / shares | $ 10 |
Initial Public Offering | Public Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares in a unit | 1 |
Number of shares issuable per warrant | 1 |
Exercise price of warrants | $ / shares | $ 11.50 |
Over-allotment option | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units sold | 3,150,000 |
Purchase price, per unit | $ / shares | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | |
ITHAX ACQUISITION CORP. | |||
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 6,750,000 | $ 6,750,000 | |
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 6,750,000 | ||
Private Placement | ITHAX ACQUISITION CORP. | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 675,000 | 675,000 | 675,000 |
Price of warrants | $ 10 | $ 10 | |
Aggregate purchase price | $ 6,750,000 | $ 6,750,000 | |
Number of shares per warrant | 1 | 1 | |
Exercise price of warrant | $ 11.50 | $ 11.50 | |
Private Placement | ITHAX ACQUISITION CORP. | Sponsor | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 465,000 | 465,000 | |
Private Placement | ITHAX ACQUISITION CORP. | Cantor | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 210,000 | 210,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - ITHAX ACQUISITION CORP. | 3 Months Ended | |||||||||
Dec. 20, 2021 D $ / shares | Oct. 28, 2021 USD ($) shares | Jan. 27, 2021 D $ / shares shares | Oct. 28, 2020 shares | Oct. 16, 2020 shares | Oct. 06, 2020 USD ($) shares | Dec. 31, 2020 USD ($) | Mar. 31, 2022 shares | Dec. 31, 2021 shares | Oct. 26, 2021 director shares | |
Related Party Transaction [Line Items] | ||||||||||
Aggregate purchase price | $ | $ 25,000 | |||||||||
Shares subject to forfeiture | 787,500 | 787,500 | ||||||||
Sponsor | Class A Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Restrictions on transfer period of time after business combination completion | 6 months | |||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 90 days | |||||||||
Founder Shares | Class A Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | 4,000,000 | |||||||||
Aggregate purchase price | $ | $ 4,000,000 | |||||||||
Aggregate number of shares owned | 10,000 | 10,000 | ||||||||
Founder Shares | Director | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | 10,000 | 10,000 | ||||||||
Founder Shares | Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | 20,000 | |||||||||
Number of shares received by each directors | 41,250 | 41,250 | 10,000 | 10,000 | ||||||
Founder Shares | Sponsor | Class B Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consideration received | $ | $ 25,000 | |||||||||
Number of shares issued | 5,031,250 | |||||||||
Share dividend | 0.2 | |||||||||
Aggregate number of shares owned | 6,037,500 | |||||||||
Shares subject to forfeiture | 787,500 | |||||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | |||||||||
Restrictions on transfer period of time after business combination completion | 6 months | |||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||||
Founder Shares | Sponsor | Director | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Numbers of members of the board of directors | director | 2 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Feb. 01, 2021 | Jan. 27, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 06, 2020 | |
Related Party Transaction [Line Items] | ||||||||
Repayment of promissory note - related party | $ 6,784,000 | |||||||
ITHAX ACQUISITION CORP. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Repayment of promissory note - related party | $ 88,264 | $ 88,264 | ||||||
Promissory Note with Related Party | ITHAX ACQUISITION CORP. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||||
Repayment of promissory note - related party | $ 88,264 | |||||||
Administrative Support Agreement | ITHAX ACQUISITION CORP. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses per month | $ 10,000 | |||||||
Expenses incurred and paid | $ 30,000 | $ 20,000 | $ 0 | 110,000 | ||||
Related Party Loans | ITHAX ACQUISITION CORP. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | ||||||
Related Party Loans | ITHAX ACQUISITION CORP. | Working capital loans warrant | ||||||||
Related Party Transaction [Line Items] | ||||||||
Price of warrant | $ 10 | $ 10 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 3 Months Ended | 12 Months Ended | ||||||||||
Apr. 21, 2022 USD ($) D $ / shares shares | Feb. 01, 2022 USD ($) | Jan. 24, 2022 USD ($) | Dec. 20, 2021 USD ($) D $ / shares shares | Dec. 15, 2021 USD ($) | Oct. 04, 2021 USD ($) | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Feb. 01, 2021 USD ($) $ / shares | Jan. 27, 2021 item | Dec. 31, 2020 $ / shares | |
Other Commitments [Line Items] | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Class A Common Stock | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | ||||||||||
ITHAX ACQUISITION CORP. | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Maximum number of demands for registration of securities | item | 3 | |||||||||||
Deferred underwriting fees payable | $ 9,082,500 | $ 9,082,500 | $ 9,082,500 | |||||||||
Deferred underwriting fee | $ 9,082,500 | $ 9,082,500 | $ 9,082,500 | |||||||||
Condition for future business combination threshold Percentage Ownership | 50 | 50 | ||||||||||
Accrued expenses | $ 33,000 | |||||||||||
Legal fees | $ 1,941,000 | $ 1,100,000 | ||||||||||
ITHAX ACQUISITION CORP. | Capital market advisement services and investment banking services | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Percentage of contingent fee on gross proceeds | 7% | |||||||||||
Contingent fee cap value | $ 3,500,000 | |||||||||||
ITHAX ACQUISITION CORP. | Capital market advisement services | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Contingent fee | $ 1,000,000 | |||||||||||
ITHAX ACQUISITION CORP. | Investment banking services | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Aggregate purchase price | $ 50,000,000 | |||||||||||
Percentage of contingent fee on gross proceeds | 3.50% | |||||||||||
Contingent fee cap value | $ 1,500,000 | |||||||||||
Contingent fee | $ 500,000 | |||||||||||
ITHAX ACQUISITION CORP. | Advisory services | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Contingent fee | $ 625,000 | $ 500,000 | ||||||||||
ITHAX ACQUISITION CORP. | Insurance services | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Insurance run off premium | $ 1,100,000 | |||||||||||
ITHAX ACQUISITION CORP. | Subsequent Event | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Restrictions On Transfer Period Of Time After Business Combination Completion | 6 months | |||||||||||
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Stock Price Trigger | $ / shares | $ 12 | |||||||||||
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Threshold Trading Days | D | 20 | |||||||||||
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Threshold Consecutive Trading Days | D | 30 | |||||||||||
Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences | 90 days | |||||||||||
Percentage of beneficial ownership | 50% | |||||||||||
Contingent fee | 625,000 | 500,000 | ||||||||||
ITHAX ACQUISITION CORP. | Subsequent Event | PIPE Subscription Agreement | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Aggregate purchase price | $ 20,000,000 | |||||||||||
Total commitments | $ 70,000,000 | |||||||||||
ITHAX ACQUISITION CORP. | Subsequent Event | Advisory services | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Contingent fee | $ 625,000 | $ 500,000 | ||||||||||
ITHAX ACQUISITION CORP. | Sponsor | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Cash Held By The Company | $ 150,000,000 | |||||||||||
ITHAX ACQUISITION CORP. | Class A Common Stock | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | |||||||||||
Earn out issue | shares | 9,000,000 | |||||||||||
Earn out vesting period | 4 years | |||||||||||
ITHAX ACQUISITION CORP. | Class A Common Stock | Sponsor | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Restrictions On Transfer Period Of Time After Business Combination Completion | 6 months | |||||||||||
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Stock Price Trigger | $ / shares | $ 12 | |||||||||||
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Threshold Trading Days | D | 20 | |||||||||||
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Threshold Consecutive Trading Days | D | 30 | |||||||||||
Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences | 90 days | |||||||||||
Condition for future business combination threshold Percentage Ownership | 50 | |||||||||||
ITHAX ACQUISITION CORP. | Class B Common Stock | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
ITHAX ACQUISITION CORP. | Class B Common Stock | Sponsor | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Number of shares forfeiture and surrender | shares | 603,750 | |||||||||||
Over-allotment option | ITHAX ACQUISITION CORP. | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Deferred fee | 6% | 6% | ||||||||||
Deferred underwriting fees payable | $ 1,732,500 | $ 1,732,500 | ||||||||||
Purchase price | $ / shares | $ 10 | |||||||||||
Initial Public Offering | ITHAX ACQUISITION CORP. | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Deferred fee | 3.50% | 3.50% | ||||||||||
Initial units sold in the IPO | shares | 21,000,000 | 21,000,000 | ||||||||||
Deferred underwriting fees payable | $ 7,350,000 | $ 7,350,000 | ||||||||||
Purchase price | $ / shares | $ 10 | |||||||||||
Private Placement | ITHAX ACQUISITION CORP. | Class A Common Stock | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Number of shares issued | shares | 5,000,000 | |||||||||||
Aggregate purchase price | $ 50,000,000,000,000 | |||||||||||
Purchase price | $ / shares | $ 10 | |||||||||||
Private Placement | ITHAX ACQUISITION CORP. | New Mondee Common Stock | Subsequent Event | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Number of shares issued | shares | 2,000,000 | |||||||||||
Purchase price | $ / shares | $ 10 |
SHAREHOLDERS' EQUITY - Preferre
SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) - ITHAX ACQUISITION CORP. - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred shares, shares issued | 0 | 0 | 0 | |
Preferred shares, shares outstanding | 0 | 0 | 0 |
SHAREHOLDERS' EQUITY - Common S
SHAREHOLDERS' EQUITY - Common Stock Shares (Details) | Mar. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | Dec. 20, 2021 $ / shares | Mar. 31, 2021 $ / shares shares | Dec. 31, 2020 Vote $ / shares shares | Dec. 31, 2019 shares |
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 1,000 | 1,000 | 1,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common shares, shares issued (in shares) | 1 | 1 | 1 | |||
Common shares, shares outstanding (in shares) | 1 | 1 | 1 | |||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares outstanding (in shares) | 1 | 1 | 1 | 1 | 1 | |
Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 1,000 | 1,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Common shares, shares issued (in shares) | 1 | 1 | ||||
Common shares, shares outstanding (in shares) | 1 | 1 | ||||
Class A Common Stock | ITHAX ACQUISITION CORP. | ||||||
Class of Stock [Line Items] | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | |||||
Class A Common Stock | ITHAX ACQUISITION CORP. | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common shares, votes per share | Vote | 1 | 1 | 1 | |||
Common shares, shares issued (in shares) | 675,000 | 675,000 | 0 | |||
Common shares, shares outstanding (in shares) | 675,000 | 0 | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | (675,000) | |||||
Class A Common Stock Subject to Redemption | ITHAX ACQUISITION CORP. | ||||||
Class of Stock [Line Items] | ||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 24,150,000 | 24,150,000 | 0 | |||
Class A Common Stock Subject to Redemption | ITHAX ACQUISITION CORP. | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 24,150,000 | 24,150,000 | ||||
Class A Common Stock Not Subject to Redemption | ITHAX ACQUISITION CORP. | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common shares, shares issued (in shares) | 675,000 | 675,000 | 0 | |||
Common shares, shares outstanding (in shares) | 675,000 | 675,000 | 0 | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 24,150,000 | 24,150,000 | ||||
Class B Common Stock | ITHAX ACQUISITION CORP. | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common shares, shares issued (in shares) | 6,037,500 | 6,037,500 | 6,037,500 | |||
Common shares, shares outstanding (in shares) | 6,037,500 | 6,037,500 | 6,037,500 | |||
Class B Common Stock | ITHAX ACQUISITION CORP. | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common shares, votes per share | Vote | 1 | 1 | ||||
Common shares, shares issued (in shares) | 6,037,500 | 6,037,500 | 6,037,500 | |||
Common shares, shares outstanding (in shares) | 6,037,500 | 6,037,500 | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | (6,037,500) |
WARRANTS (Details)
WARRANTS (Details) - ITHAX ACQUISITION CORP. | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 D $ / shares shares | Dec. 31, 2020 shares | Dec. 31, 2021 D $ / shares shares | |
Class of Warrant or Right [Line Items] | |||
Shares subject to forfeiture | shares | 787,500 | 787,500 | |
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Maximum period after business combination in which to file registration statement | 15 days | 15 days | |
Period of time within which registration statement is expected to become effective | 60 days | 60 days | |
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants And Rights Outstanding In Number | shares | 337,500 | 0 | 337,500 |
Restrictions on transfer period of time after business combination completion | 30 days | 30 days | |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants And Rights Outstanding In Number | shares | 12,075,000 | 0 | 12,075,000 |
Warrant exercise period condition one | 30 days | 30 days | |
Public Warrants expiration term | 5 years | 5 years | |
Share Price Trigger Used To Measure Dilution Of Warrant | $ / shares | $ 9.20 | $ 9.20 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | 60 | |
Trading period after business combination used to measure dilution of warrant | 20 | 20 | |
Warrant exercise price adjustment multiple | 115 | 115 | |
Warrant redemption price adjustment multiple | 180 | 180 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant redemption condition minimum share price | $ / shares | $ 18 | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Threshold trading days for redemption of public warrants | 20 | 20 | |
Threshold consecutive trading days for redemption of public warrants | 30 | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 | 3 | |
Redemption period | 30 days | 30 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - ITHAX ACQUISITION CORP. - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities held in Trust Account | $ 241,608,163 | $ 241,600,623 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 3,972,000 | 6,702,750 |
Level 1 | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | 241,608,163 | 241,600,623 |
Level 1 | Recurring | Private Placement Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 108,000 | 182,250 |
Level 1 | Recurring | Public Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | $ 3,864,000 | 6,520,500 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | $ 182,250 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - ITHAX ACQUISITION CORP. | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 $ / shares Y item | Dec. 31, 2021 $ / shares Y item | Feb. 01, 2021 $ / shares Y | |
Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Number of trials to estimate value of warrants | item | 100,000 | 100,000 | |
Public Warrants | Ordinary Share Price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 9.55 | ||
Public Warrants | Exercise Price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 11.50 | ||
Public Warrants | Expected Life (in years) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | Y | 5 | ||
Public Warrants | Risk Free Interest Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0.49 | ||
Public Warrants | Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 19 | ||
Public Warrants | Dividend Yield | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0 | ||
Public Warrants | Redemption Trigger (20 of 30 trading days) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 18 | ||
Private Warrants | Ordinary Share Price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 9.87 | 9.82 | 9.55 |
Private Warrants | Exercise Price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 11.50 | 11.5 | 11.50 |
Private Warrants | Expected Life (in years) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | Y | 5.12 | 5.26 | 5 |
Private Warrants | Risk Free Interest Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 2.5 | 1.3 | 0.49 |
Private Warrants | Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 4.9 | 9.9 | 19 |
Private Warrants | Dividend Yield | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0 | 0 | 0 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - ITHAX ACQUISITION CORP. - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Change in fair value | $ (2,730,750) | $ (868,875) | $ (4,720,125) |
Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of January 1, 2021 | 182,250 | 0 | 0 |
Initial measurement on February 1, 2021 | 11,422,875 | ||
Change in fair value | (74,250) | (3,029,625) | |
Transfers to Level 1 | (8,211,000) | ||
Fair value as of September 30, 2021 | 108,000 | 182,250 | |
Public Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Transfers to Level 1 | 8,200,000 | ||
Public Warrants | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of January 1, 2021 | 0 | 0 | |
Initial measurement on February 1, 2021 | 11,109,000 | ||
Change in fair value | (2,898,000) | ||
Transfers to Level 1 | (8,211,000) | ||
Private Placement Warrants | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of January 1, 2021 | 182,250 | $ 0 | 0 |
Initial measurement on February 1, 2021 | 313,875 | ||
Change in fair value | (74,250) | (131,625) | |
Fair value as of September 30, 2021 | $ 108,000 | $ 182,250 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional information (Details) - ITHAX ACQUISITION CORP. | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Transfer into level 3 | $ 0 |
Public Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of the Public Warrants transferred from a Level 3 | $ 8,200,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - ITHAX ACQUISITION CORP. | Apr. 21, 2022 USD ($) $ / shares shares |
PIPE Subscription Agreement | |
Subsequent Event [Line Items] | |
Aggregate purchase price | $ 20,000,000 |
Total commitments | $ 70,000,000 |
Private Placement | New Mondee Common Stock | |
Subsequent Event [Line Items] | |
Number of shares issued | shares | 2,000,000 |
Purchase price | $ / shares | $ 10 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash | $ 16,590,000 | $ 15,506,000 | $ 31,425,000 |
Total Current Assets | 54,166,000 | 40,691,000 | 53,305,000 |
TOTAL ASSETS | 218,377,000 | 203,335,000 | 223,356,000 |
Current liabilities | |||
Total Current Liabilities | 65,759,000 | 48,450,000 | 45,531,000 |
TOTAL LIABILITIES | 252,342,000 | 230,160,000 | 214,901,000 |
Commitments and Contingencies | |||
Shareholders' (Deficit) Equity | |||
Additional paid-in capital | 163,545,000 | 163,465,000 | 159,529,000 |
Accumulated deficit | (197,008,000) | (190,017,000) | (151,112,000) |
Total Shareholders' Deficit | (33,965,000) | (26,825,000) | 8,455,000 |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | 218,377,000 | 203,335,000 | 223,356,000 |
ITHAX ACQUISITION CORP. | |||
Current assets | |||
Cash | 230,529 | 525,204 | 1,000 |
Prepaid expenses | 49,583 | 23,750 | |
Total Current Assets | 280,112 | 548,954 | 1,000 |
Deferred offering costs | 80,631 | ||
Cash and marketable securities held in Trust Account | 241,608,163 | 241,600,623 | |
TOTAL ASSETS | 241,888,275 | 242,149,577 | 81,631 |
Current liabilities | |||
Accounts payable and accrued expenses | 95,745 | 211,548 | |
Accrued offering costs | 17,966 | ||
Promissory note - related party | 43,556 | ||
Total Current Liabilities | 95,745 | 211,548 | 61,522 |
Deferred underwriting fee payable | 9,082,500 | 9,082,500 | |
Warrant liabilities | 3,972,000 | 6,702,750 | |
TOTAL LIABILITIES | 15,302,630 | 15,996,798 | 61,522 |
Commitments and Contingencies | |||
Shareholders' (Deficit) Equity | |||
Preference shares, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding | |||
Additional paid-in capital | 18,962 | ||
Accumulated deficit | (15,029,231) | (15,454,557) | (4,891) |
Total Shareholders' Deficit | (15,022,518) | (15,447,844) | 20,109 |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | 241,888,275 | 242,149,577 | 81,631 |
Class A Common Stock Subject to Redemption | ITHAX ACQUISITION CORP. | |||
Current liabilities | |||
Class A ordinary shares subject to possible redemption; 24,150,000 and no shares at redemption value as of December 31, 2021 and 2020, respectively | 241,608,163 | 241,600,623 | |
Class A Common Stock Not Subject to Redemption | ITHAX ACQUISITION CORP. | |||
Shareholders' (Deficit) Equity | |||
Common stock | 675 | 675 | |
Class B Common Stock | ITHAX ACQUISITION CORP. | |||
Shareholders' (Deficit) Equity | |||
Common stock | $ 6,038 | $ 6,038 | $ 6,038 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 20, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Common shares, par value, (per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common shares, shares authorized | 1,000 | 1,000 | 1,000 | ||
Common shares, shares issued | 1 | 1 | 1 | ||
Common shares, shares outstanding | 1 | 1 | 1 | ||
ITHAX ACQUISITION CORP. | |||||
Preferred stock, par value, (per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Class A Common Stock | |||||
Common shares, par value, (per share) | $ 0.01 | $ 0.01 | |||
Common shares, shares authorized | 1,000 | 1,000 | |||
Common shares, shares issued | 1 | 1 | |||
Common shares, shares outstanding | 1 | 1 | |||
Class A Common Stock | ITHAX ACQUISITION CORP. | |||||
Common shares, par value, (per share) | $ 0.001 | ||||
Class A Common Stock Subject to Redemption | ITHAX ACQUISITION CORP. | |||||
Temporary equity, shares outstanding | 24,150,000 | 24,150,000 | 0 | ||
Class A Common Stock Not Subject to Redemption | ITHAX ACQUISITION CORP. | |||||
Common shares, par value, (per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common shares, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common shares, shares issued | 675,000 | 675,000 | 0 | ||
Common shares, shares outstanding | 675,000 | 675,000 | 0 | ||
Temporary equity, shares outstanding | 24,150,000 | 24,150,000 | |||
Class B Common Stock | ITHAX ACQUISITION CORP. | |||||
Common shares, par value, (per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Common shares, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common shares, shares issued | 6,037,500 | 6,037,500 | 6,037,500 | ||
Common shares, shares outstanding | 6,037,500 | 6,037,500 | 6,037,500 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss from operations | $ (684,000) | $ (6,852,000) | $ (22,252,000) | $ (35,857,000) | |
Other income (loss): | |||||
Other income, net | (6,253,000) | (5,434,000) | (16,330,000) | (19,919,000) | |
Net income (loss) | (6,991,000) | (12,351,000) | (38,905,000) | $ (41,734,000) | |
ITHAX ACQUISITION CORP. | |||||
Formation and operational costs | 2,305,424 | 102,055 | $ 4,891 | 833,758 | |
Loss from operations | (2,305,424) | (102,055) | (4,891) | (833,758) | |
Other income (loss): | |||||
Interest earned on marketable securities held in Trust Account | 7,540 | 18,916 | 97,231 | ||
Unrealized gain on marketable securities held in Trust Account | 21,009 | 3,392 | |||
Transaction costs allocated to warrant liabilities | (675,351) | (675,351) | |||
Change in fair value of warrant liabilities | 2,730,750 | 868,875 | 4,720,125 | ||
Other income, net | (2,738,290) | (233,449) | 4,145,397 | ||
Net income (loss) | $ 432,866 | $ 131,394 | $ (4,891) | $ 3,311,639 | |
Class A Common Stock | ITHAX ACQUISITION CORP. | |||||
Other income (loss): | |||||
Basic weighted average shares outstanding | 22,098,904 | ||||
Diluted weighted average shares outstanding | 22,098,904 | ||||
Basic net income (loss) per ordinary share | $ 0.12 | ||||
Diluted net income (loss) per ordinary share | $ 0.12 | ||||
Class A Common Stock Subject to Redemption | ITHAX ACQUISITION CORP. | |||||
Other income (loss): | |||||
Basic weighted average shares outstanding | 24,150,000 | 15,563,333 | 22,098,904 | ||
Diluted weighted average shares outstanding | 24,150,000 | 15,563,333 | 22,098,904 | ||
Basic net income (loss) per ordinary share | $ 0.01 | $ 0.01 | $ 0.12 | ||
Diluted net income (loss) per ordinary share | $ 0.01 | $ 0.01 | $ 0.12 | ||
Class A Common Stock Not Subject to Redemption | ITHAX ACQUISITION CORP. | |||||
Other income (loss): | |||||
Basic weighted average shares outstanding | 6,712,500 | 6,192,500 | |||
Diluted weighted average shares outstanding | 6,712,500 | 6,162,500 | |||
Class B Common Stock | ITHAX ACQUISITION CORP. | |||||
Other income (loss): | |||||
Basic weighted average shares outstanding | 5,250,000 | 6,588,288 | |||
Diluted weighted average shares outstanding | 5,250,000 | 6,655,171 | |||
Basic net income (loss) per ordinary share | $ 0 | $ 0.12 | |||
Diluted net income (loss) per ordinary share | $ 0 | $ 0.12 | |||
Class A and Class B non-redeemable ordinary shares | ITHAX ACQUISITION CORP. | |||||
Other income (loss): | |||||
Basic weighted average shares outstanding | 6,712,500 | 6,192,500 | 5,250,000 | 6,588,288 | |
Diluted weighted average shares outstanding | 6,712,500 | 6,192,500 | 6,655,171 | ||
Basic net income (loss) per ordinary share | $ 0.01 | $ 0.01 | $ 0 | $ 0.12 | |
Diluted net income (loss) per ordinary share | $ 0.01 | $ 0.01 | $ 0.12 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Class A Common Stock ITHAX ACQUISITION CORP. Common Stock | Class A Common Stock Subject to Redemption ITHAX ACQUISITION CORP. Common Stock | Class A Common Stock Subject to Redemption ITHAX ACQUISITION CORP. | Class A Common Stock Not Subject to Redemption ITHAX ACQUISITION CORP. | Class B Common Stock ITHAX ACQUISITION CORP. Common Stock | ITHAX ACQUISITION CORP. Additional Paid-in Capital | ITHAX ACQUISITION CORP. Accumulated Deficit | ITHAX ACQUISITION CORP. | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2019 | $ 100,226,000 | $ (109,378,000) | $ (9,115,000) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | (41,734,000) | (41,734,000) | |||||||||
Balance at the end at Dec. 31, 2020 | $ 6,038 | $ 18,962 | $ (4,891) | $ 20,109 | 159,529,000 | (151,112,000) | 8,455,000 | ||||
Balance at the end (in shares) at Dec. 31, 2020 | 0 | 6,037,500 | |||||||||
Balance at the beginning at Oct. 01, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||||
Balance at the beginning (in shares) at Oct. 01, 2020 | 0 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of Class B ordinary share to Sponsor | $ 6,038 | 18,962 | 0 | 25,000 | |||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 6,037,500 | ||||||||||
Net income (loss) | 0 | (4,891) | (4,891) | ||||||||
Balance at the end at Dec. 31, 2020 | $ 6,038 | 18,962 | (4,891) | 20,109 | 159,529,000 | (151,112,000) | 8,455,000 | ||||
Balance at the end (in shares) at Dec. 31, 2020 | 0 | 6,037,500 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Subsequent measurement of Class A ordinary shares to redemption amount (in shares) | 0 | ||||||||||
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs | $ 675 | 6,435,891 | 6,436,566 | ||||||||
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs (in shares) | 675,000 | ||||||||||
Subsequent measurement of Class A ordinary shares to redemption amount | (6,454,853) | (18,700,607) | (25,155,460) | ||||||||
Net income (loss) | 131,394 | 131,394 | (12,351,000) | (12,351,000) | |||||||
Balance at the end at Mar. 31, 2021 | $ (675) | $ (6,038) | 18,574,104 | 18,567,391 | 159,529,000 | (163,463,000) | (3,957,000) | ||||
Balance at the beginning at Dec. 31, 2020 | $ 6,038 | 18,962 | (4,891) | 20,109 | 159,529,000 | (151,112,000) | 8,455,000 | ||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 6,037,500 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs | $ (675) | (6,435,891) | 0 | (6,436,566) | |||||||
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs (in shares) | (675,000) | ||||||||||
Subsequent measurement of Class A ordinary shares to redemption amount | (6,454,853) | (18,761,305) | (25,216,158) | ||||||||
Net income (loss) | 0 | 3,311,639 | 3,311,639 | (38,905,000) | (38,905,000) | ||||||
Balance at the end at Dec. 31, 2021 | $ 675 | $ 6,038 | 0 | (15,454,557) | (15,447,844) | 163,465,000 | (190,017,000) | (26,825,000) | |||
Balance at the end (in shares) at Dec. 31, 2021 | 675,000 | 6,037,500 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Subsequent measurement of Class A ordinary shares to redemption amount (in shares) | 675,000 | 6,037,500 | |||||||||
Subsequent measurement of Class A ordinary shares to redemption amount (in shares) | (24,150,000) | (24,150,000) | (24,150,000) | ||||||||
Subsequent measurement of Class A ordinary shares to redemption amount | 0 | (7,540) | (7,540) | ||||||||
Net income (loss) | 0 | 432,866 | 432,866 | (6,991,000) | (6,991,000) | ||||||
Balance at the end at Mar. 31, 2022 | $ 675 | $ 6,038 | $ 0 | $ (15,029,231) | $ (15,022,518) | $ 163,545,000 | $ (197,008,000) | $ (33,965,000) | |||
Balance at the end (in shares) at Mar. 31, 2022 | 675,000 | 6,037,500 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Subsequent measurement of Class A ordinary shares to redemption amount (in shares) | (24,150,000) | (24,150,000) | (24,150,000) |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY (Parenthetical) - shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
ITHAX ACQUISITION CORP. | Private Placement | Private Placement Warrants | |||
Sale of Private Placement Units, net of initial fair value of Private Warrants and offering costs (in shares) | 675,000 | 675,000 | 675,000 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||||
Net income (loss) | $ (6,991,000) | $ (12,351,000) | $ (38,905,000) | $ (41,734,000) | |
Changes in operating assets and liabilities: | |||||
Net cash used in operating activities | 3,418,000 | (2,028,000) | (15,673,000) | (3,662,000) | |
Cash Flows from Investing Activities: | |||||
Net cash used in investing activities | (1,721,000) | (1,187,000) | (3,112,000) | (37,710,000) | |
Cash Flows from Financing Activities: | |||||
Repayment of convertible promissory note - related party | (6,784,000) | ||||
Net cash provided by financing activities | (384,000) | 3,344,000 | 3,077,000 | 61,087,000 | |
Net Change in Cash | 1,084,000 | 68,000 | (16,019,000) | 19,716,000 | |
Cash - Beginning | 15,506,000 | 31,525,000 | 31,525,000 | 11,809,000 | |
Cash - Ending | 16,590,000 | 31,593,000 | $ 31,525,000 | 15,506,000 | 31,525,000 |
ITHAX ACQUISITION CORP. | |||||
Cash Flows from Operating Activities: | |||||
Net income (loss) | 432,866 | 131,394 | (4,891) | 3,311,639 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||
Interest earned on marketable securities held in Trust Account | (7,540) | (18,916) | (97,231) | ||
Unrealized gain on marketable securities held in Trust Account | (21,009) | (3,392) | |||
Change in fair value of warrant liabilities | (2,730,750) | (868,875) | (4,720,125) | ||
Transaction costs allocated to warrant liabilities | 675,351 | 675,351 | |||
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (25,833) | (299,716) | (23,750) | ||
Accrued offering costs | (32,966) | ||||
Accrued expenses | (115,803) | 11,073 | 211,548 | ||
Net cash used in operating activities | (294,675) | (390,698) | (4,891) | (678,926) | |
Cash Flows from Investing Activities: | |||||
Investment of cash into trust Account | (241,500,000) | (241,500,000) | |||
Net cash used in investing activities | 241,500,000 | (241,500,000) | |||
Cash Flows from Financing Activities: | |||||
Proceeds from initial public offering, net of underwriting discounts paid | 236,250,000 | 236,250,000 | |||
Proceeds from sale of Private Placements Units | 6,750,000 | 6,750,000 | |||
Proceeds from promissory note - related party | 44,708 | 43,556 | 44,708 | ||
Repayment of convertible promissory note - related party | (88,264) | (88,264) | |||
Payment of offering costs | (253,314) | (37,665) | (253,314) | ||
Net cash provided by financing activities | (242,703,130) | 5,891 | 242,703,130 | ||
Net Change in Cash | 294,675 | (812,432) | 1,000 | 524,204 | |
Cash - Beginning | 525,204 | 1,000 | 1,000 | ||
Cash - Ending | 230,529 | 813,432 | 1,000 | 525,204 | 1,000 |
Non-cash investing and financing activities: | |||||
Offering costs included in accrued offering costs | 17,966 | $ 32,966 | |||
Subsequent measurement of Class A ordinary shares to redemption amount | 7,540 | 25,155,460 | 25,216,158 | ||
Deferred underwriting fee payable | $ 9,082,500 | 9,082,500 | 9,082,500 | ||
Initial classification of warrant liabilities | $ 11,422,875 | $ 11,422,875 | |||
Offering costs paid by Sponsor in exchange for issuance of founder shares | $ 25,000 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. NATURE OF OPERATIONS Mondee Holdings II, Inc., a wholly owned subsidiary of Mondee Holdings, LLC (“Holdings”, “Parent”), is a Delaware corporation formed on April 25, 2012. We refer to Mondee Holdings II, Inc. and its subsidiaries collectively as “Mondee,” the “Company,” “us,” “we” and “our” in these condensed consolidated financial statements. Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. Mondee provides state-of-the art technologies, operating systems and services that modernize travel market transactions to better serve travelers seeking enhanced life-style choices directly or through travel affiliates. These technology- led platforms, combined with Mondee’s distribution network, access to global travel inventory and its extensive, negotiated travel content, create a modern travel marketplace. The Company believes this modern travel marketplace provides enhanced options to the increasingly discerning traveler, on efficient consumer- friendly distribution platforms that support its travel supplier partners in utilizing highly perishable travel inventory. In addition to the rapid development of a modern travel marketplace, Mondee is increasingly focused on expanding its marketplace to the gig economy segment of the travel market. The Company believes gig workers are seeking more flexible, diverse content travel services and that its platform is well suited to serve them. The Company also offers a new subscription incentive-based behavioral change platform that is designed to be user-friendly to make booking business trips rewarding for both the traveler and the corporation. Basis of presentation The condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. The condensed consolidated financial statements as of March 31, 2022 and March 31, 2021 and accompanying notes are unaudited. The condensed consolidated balance sheet as of December 31, 2021, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021, which provide a more complete discussion of the Company’s accounting policies and certain other information. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2022 and the results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The condensed consolidated financial statements include the accounts of the Company and its wholly- owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. There have been no changes in accounting policies during the three months ended March 31, 2022 from those disclosed in the annual consolidated financial statements and related notes for the year ended December 31, 2021, except as described in “Recently Adopted Accounting Pronouncements” below. Special Purpose Acquisition Company In December 2021, the Company entered into an agreement and plans to merge (“the Merger”) with a subsidiary of ITHAX Acquisition Corp. (“ITHAX”), a publicly traded special purpose acquisition company. The Company’s existing shareholders will retain 100% of their equity, which converts to 61.6% ownership of the outstanding shares of the post-combination company at closing, assuming no redemptions by ITHAX’s public shareholders. The transaction is expected to be completed during 2022. However, there can be no assurance as to when or if the closing of the Merger will occur. As a result of the proposed Merger, Mondee Holdings II, Inc. will be the surviving company and it will be renamed as “Mondee Holdings, Inc.” Going concern The Company has prepared its condensed consolidated financial statements assuming that the Company will continue as a going concern. The Company is required to make debt repayments aggregating to $13,743 and $9,742 up to March 31, 2023 and March 31, 2024, respectively. As of March 31, 2022, current liabilities are $65,759 and current assets are $54,166. Given that the Company has historically generated recurring net losses and negative cash flows from operations, it may be unable to make such specified debt repayments from operations when the balance is due. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, as of the date on which these condensed consolidated financial statements were available to be issued, the Company believes that its cash on hand, together with cash generated from sales and available line of credit, as further outlined immediately below, will satisfy its working capital and capital requirements for at least the next twelve months and accordingly, substantial doubt about the Company’s ability to continue as a going concern is alleviated. In December 2021, the Company entered the Merger with ITHAX, see above for further details. Upon the consummation of the Merger, the Company’s future reported cash balance is estimated to increase by $172,000 assuming maximum shareholder redemption of common stock, or $307,000 assuming no redemptions, including up to $70,000 in gross proceeds from the Private Investment in Public Equity (“PIPE”) financing. Further, the Company has $16,590 of un-restricted cash and $15,000 in unused line of credit as of March 31, 2022, and Mondee was able to generate positive cash flow from operating activities in the three month period ending March 31, 2022. Although travel volumes remain materially lower than historic levels, travel trends improved during second half of 2020, and in 2021 and the first quarter of 2022. Management expects this will result in working capital benefits and positive cash flow. It remains difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery. COVID-19 During 2020, the COVID-19 pandemic had severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. The spread of new variants of COVID-19 has caused uncertainty as to when restrictions will be lifted, if additional restrictions may be initiated or reimposed, if there will be permanent changes to travel behavior patterns, and the timing of distribution and administration of COVID-19 vaccines and other medical interventions globally. Overall, the full duration and total impact of COVID-19 remains uncertain, and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward. Even though there have been some improvements in the economic and operating conditions for our business since the outset of the COVID-19 pandemic, we cannot predict the long-term effects of the pandemic on our business or the travel and restaurant industries as a whole. If the travel industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to our operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers. Given the severe downturn in the global travel industry and the financial difficulties faced by many of our travel service providers, customers and marketing affiliates, we have increased our provision for allowance for doubtful accounts on receivables from our travel service providers and marketing affiliates. Moreover, due to the high level of cancellations of existing reservations, we have incurred, and may continue to incur, higher than normal cash outlays on chargebacks for prepaid reservations, including certain situations where we have already transferred the prepayment to the travel service provider. Any material increases in our allowance for doubtful accounts and chargebacks would have a corresponding adverse effect on our results of operations and related cash flows. | 1. NATURE OF OPERATIONS Mondee Holdings II, Inc., a wholly owned subsidiary of Mondee Holdings, LLC (“Holdings”, “Parent”), is a Delaware corporation formed on April 25, 2012. We refer to Mondee Holdings II, Inc. and its subsidiaries collectively as “Mondee,” the “Company,” “us,” “we” and “our” in these consolidated financial statements. Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. Mondee provides state-of-the art technologies, operating systems and services that modernize travel market transactions to better serve travelers seeking enhanced life-style choices directly or through travel affiliates. These technology-led platforms, combined with Mondee’s distribution network, access to global travel inventory and its extensive, negotiated travel content, create a modern travel marketplace. The Company believes this modern travel marketplace provides enhanced options to the increasingly discerning traveler, on efficient consumer- friendly distribution platforms that support its travel supplier partners in utilizing highly perishable travel inventory. In addition to the rapid development of a modern travel marketplace, Mondee is increasingly focused on expanding its marketplace to the gig economy segment of the travel market. The Company believes gig workers are seeking more flexible, diverse content travel services and that its platform is well suited to serve them. The Company also offers a new subscription incentive-based behavioral change platform that is designed to be user-friendly to make booking business trips rewarding for both the traveler and the corporation. Basis of presentation The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Revisions of Previously Issued Financial Statements During the preparation of the consolidated financial statements for year 2021, we identified a misstatement related to the related party disclosure in previously issued financial statements for the years ended December 31, 2020 and December 31, 2019. The previously disclosed related party transaction and balances at year end with respect to affiliate entities were not bifurcated between the three legal entities operating under the same brand name. This misstatement only impacted the footnote disclosure and did not impact previously reported consolidated financial statements. We assessed the materiality of the misstatement and concluded it was not material to the Company’s previously issued consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and that amendments of previously issued financial statements were therefore not required. However, we elected to revise the previously reported amounts in the related party disclosure to bifurcate the transactions for the year ended and balances as at year end between the three legal entities. The revision applies to the previously reported amounts for related party transactions for the year ended December 31, 2020. Special Purpose Acquisition Company In December 2021, the Company entered into an agreement and plans to merge (“the Merger”) with a subsidiary of ITHAX Acquisition Corp. (“ITHAX”), a publicly traded special purpose acquisition company. The Company’s existing shareholders will retain 100% of their equity, which converts to 62.9% ownership of the outstanding shares of the post-combination company at closing, assuming no redemptions by ITHAX’s public shareholders. The transaction is expected to be completed during 2022. However, there can be no assurance as to when or if the closing of the Merger will occur. As a result of the proposed Merger, Mondee Holdings II, Inc. will be the surviving company and it will be renamed as “Mondee Holdings, Inc.” Going concern The Company has prepared its consolidated financial statements assuming that the Company will continue as a going concern. As of December 31, 2021, the Company is required to make debt repayments aggregating to $11,401 and $9,814 in 2022 and 2023, respectively. The Company applied for and received gross proceeds of $3,576 in February 2021 from the second tranches of the PPP loan, of which $1,576 has been forgiven as of December 31, 2021. While the Company currently believes that its use of the remaining PPP loan proceeds will meet the conditions for forgiveness of the PPP loan, it is not guaranteed. As of December 31, 2021, current liabilities are In December 2021, the Company entered the Merger with ITHAX, see above for further details. Upon the consummation of the Merger, the Company’s future reported cash balance is estimated to increase by $150,000 assuming maximum shareholder redemption of common stock, or $267,144 assuming no redemptions, including up to $50,000 in gross proceeds from the Private Investment in Public Equity (“PIPE”) financing. Further, the Company has $15,506 of un-restricted cash and $15,000 in unused line of credit as of December 31, 2021. Although travel volumes remain materially lower than historic levels, travel trends improved during the second half of 2020, and in 2021. Management expects this would result in working capital benefits and positive cash flow more akin to typical historical trends. It remains difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery. COVID-19 During 2020, the COVID-19 pandemic has severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. The spread of new variants of COVID-19 has caused uncertainty as to when restrictions will be lifted, if additional restrictions may be initiated or reimposed, if there will be permanent changes to travel behavior patterns, and the timing of distribution and administration of COVID-19 vaccines and other medical interventions globally. Overall, the full duration and total impact of COVID-19 remains uncertain, and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward. Even though there have been some improvements in the economic and operating conditions for our business since the outset of the COVID-19 pandemic, we cannot predict the long-term effects of the pandemic on its business or the travel and restaurant industries as a whole. If the travel industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to our operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers. Given the severe downturn in the global travel industry and the financial difficulties faced by many of our travel service providers, customers and marketing affiliates, we have increased our provision for allowance for doubtful accounts on receivables from our travel service providers and marketing affiliates. Moreover, due to the high level of cancellations of existing reservations, we have incurred, and may continue to incur, higher than normal cash outlays on chargebacks for prepaid reservations, including certain situations where we have already transferred the prepayment to the travel service provider. Any material increases in our allowance for doubtful accounts and chargebacks would have a corresponding adverse effect on our results of operations and related cash flows. |
ITHAX ACQUISITION CORP. | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ITHAX Acquisition Corp.is a blank check company incorporated as a Cayman Islands exempted company on October 2, 2020, and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). ITHAX Acquisition Corp. has two wholly owned subsidiaries which were formed on December 9, 2021, ITHAX Merger Sub I, LLC (“Merger Sub I”), a Delaware limited liability company, and ITHAX Merger Sub II, LLC (“Merger Sub II”), a Delaware limited liability company. ITHAX Acquisition Corp. and its subsidiaries are collectively referred to as “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 growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and proceeding to complete the Business Combination, which is described in Note 6. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below) and recognizes changes in the fair value of warrant liabilities as other income (loss). 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” 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 3. 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 $14,681,886, consisting of $5,250,000 of underwriting fees, $9,082,500 of deferred underwriting fees and $349,386 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. 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 interest income earned on the Trust Account to pay taxes) 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 $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 6). 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 5), Private Placement Shares (as defined in Note 4) 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 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. 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 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 6) 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. As of March 31, 2022, no interest has been withdrawn from the Trust Account. 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, and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern Assessment As of March 31, 2022, the Company had cash of $230,529 not held in the Trust Account and available for working capital purposes. As of March 31, 2022, the Company had working capital of $184,367. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business for one year from this filing. 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 a 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 a 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 a 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 its obligations. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements — Going Concern,” the date for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as a going concern through February 1, 2023, (the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date). Management’s plan to alleviate the substantial doubt is to complete a business combination prior to February 1, 2023. The Company entered into a definitive Business Combination Agreement on December 20, 2021 (as defined below in Note 6) and is in the process of completing this Business Combination. Management has assessed the likelihood of whether it will be able to carry out its plan to complete this business combination prior to February 1, 2023. Management believes, as it is contractual, the business combination will occur prior to the termination date set forth in the Business Combination Agreement of July 3, 2022, which is before the date of the mandatory liquidation date. As such, based on these factors and other considerations, Management believes that its plan alleviates the substantial doubt raised by the date for mandatory liquidation described above. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ITHAX Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company on October 2, 2020, and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). ITHAX Acquisition Corp. has two wholly owned subsidiaries which were formed on December 9, 2021, ITHAX Merger Sub I, LLC (“Merger Sub 1”), a Delaware limited liability company, and ITHAX Merger Sub II, LLC (“Merger Sub 2”), a Delaware limited liability company. ITHAX Acquisition Corp. and its subsidiaries are collectively referred to as “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 growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies As of December 31, 2021, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and proceeding to complete the Businss Combination, which is described in Note 6. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below) and recognizes changes in the fair value of warrant liabilities as other income (expense). 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” 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 3. 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 $14,681,886, consisting of $5,250,000 of underwriting fees, $9,082,500 of deferred underwriting fees and $349,386 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. 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 interest income earned on the Trust Account to pay taxes) 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 $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 6). 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 5), Private Placement Shares (as defined in Note 4) 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 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. 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 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 6) 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. As of December 31, 2021, no interest has been withdrawn from the Trust Account. Risks and Uncertainties Management continues to evaluate 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 and/or search for a target company, the specific impact is not readily determinable as of the date of the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern Assessment As of December 31, 2021, the Company had cash of $525,204 not held in the Trust Account and available for working capital purposes. As of December 31, 2021, the Company had a working capital of $337,406. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business for one year from this filing. 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 a 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 a 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 a 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 its obligations. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the date for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as a going concern through February 1, 2023, (the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date). Management’s plan to alleviate the substantial doubt is to complete a business combination prior to February 1, 2023. The Company entered into a definitive Business Combination Agreement on December 20, 2021 (as defined below in Note 6) and is in the process of completing this Business Combination. Management has assessed the likelihood of whether it will be able to carry out its plan to complete this business combination prior to February 1, 2023. Management believes, as it is contractual, the business combination will occur prior to the termination date set forth in the Business Combination Agreement of July 31, 2022, which is before the date of the mandatory liquidation date. As such, based on these factors and other considerations, Management believes that its plan alleviates the substantial doubt raised by the date for mandatory liquidation described above. |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ITHAX ACQUISITION CORP. | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 10, 2022. The accompanying condensed consolidated balance sheet as of December 31, 2021 has been derived from our audited consolidated financial statements included in the aforementioned Form 10-K. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 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 companies 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 exemptions from the requirements of holding a nonbinding advisory vote on executive compensation 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 that 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. 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 comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible 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. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities when the warrants are not publicly traded. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Cash and Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in mutual funds which are invested primarily in U.S. Treasury Securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. Unrealized gains and losses on marketable securities held in Trust Account are included in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. 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” (“ASC 480”), 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, 2022 and December 31, 2021, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the subsequent measurement of the initial book value to redemption amount. Subsequent measurement to the carrying value of redeemable Class A ordinary shares is due to interest income and unrealized gains or losses on the marketable securities held in the Trust Account. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,109,000) Class A ordinary shares issuance costs (14,006,535) Plus: Subsequent measurement of carrying value to redemption value 25,216,158 Class A ordinary shares subject to possible redemption – December 31, 2021 241,600,623 Plus: Subsequent measurement of carrying value to redemption value 7,540 Class A ordinary shares subject to possible redemption – March 31, 2022 $ 241,608,163 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Accordingly, offering costs totaling $14,681,886 (consisting of $5,250,000 in underwriters’ discount, $9,082,500 in deferred underwriters’ discount, and $349,386 of other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering using a with-or-without method 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 condensed consolidated statements of operations and offering costs of $14,006,535 associated with the Class A ordinary shares and Private Placement Units were initially charged to temporary equity and then subsequently measured to ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. 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 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. There are no changes in this assessment as of March 31, 2022. 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 are remeasured at 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 condensed consolidated statements of operations. 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 condensed consolidated 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 condensed consolidated financial statements and prescribes a recognition threshold and measurement process for condensed consolidated 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 no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ITHAX Acquisition Corp. 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. The Company’s United States subsidiaries had no activity for the three months ended March 31, 2022 and 2021 and the Company has deemed any income tax obligations to be immaterial. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase 12,412,500 Class A ordinary shares in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company, except for the 787,500 founder shares as of March 31, 2021 which are no longer forfeitable as of that date, and thus included for dilutive purposes. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except share amounts): Three Months Ended Three Months Ended March 31, 2021 March 31, 2022 (As Restated) Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 338,719 $ 94,147 $ 93,994 $ 37,400 Denominator: Basic and diluted weighted average shares outstanding 24,150,000 6,712,500 15,563,333 6,192,500 Basic and diluted net income per ordinary share $ 0.01 $ 0.01 $ 0.01 $ 0.01 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update No.2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company early adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 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 companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation 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 that 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. 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 comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities when the warrants are not publicly traded. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Cash and Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in US Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying consolidated statements of operations. Unrealized gains and losses on marketable securities held in Trust Account are included in the accompanying consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. 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 December 31, 2021, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s consolidated balance sheets. There were no shares subject to possible redemption at December 31, 2020. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the subsequent measurement of the initial book value to redemption amount. Subsequent measurement to the carrying value of redeemable Class A ordinary shares is due to interest income and unrealized gains or losses on the marketable securities held in the Trust Account. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A ordinary shares subject to redemption reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,109,000) Class A ordinary shares issuance costs (14,006,535) Plus: Subsequent measurement of carrying value to redemption value 25,216,158 Class A ordinary shares subject to possible redemption $ 241,600,623 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Accordingly, offering costs totaling $14,681,886 (consisting of $5,250,000 in underwriters’ discount, $9,082,500 in deferred underwriters’ discount, and $349,386 other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering using a with-or-without method 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 consolidated statements of operations and offering costs of $14,006,535 associated with the Class A ordinary shares and Private Placement Units were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. 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 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. 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 are remeasured at 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 consolidated statements of operations. 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 consolidated 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 consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated 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 no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 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. ITHAX Acquisitioon Corp. 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. The Company’s United States subsidiaries had no activity for the year ended December 31, 2021 and the Company has deemed any income tax obligations to be immaterial. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.”.Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase 12,412,500 Class A ordinary shares in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company, except for the 787,500 founder shares in December 31, 2021 which are no longer forfeitable and thus included for dilutive purposes. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts): For the period from October 2, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,551,089 $ 760,550 $ — $ (4,891) Denominator: Basic weighted average shares outstanding 22,098,904 6,588,288 — 5,250,000 Basic net income (loss) per ordinary share $ 0.12 $ 0.12 $ — $ 0.00 For the period from October 2, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,545,155 $ 766,484 $ — $ (4,891) Denominator: Diluted weighted average shares outstanding 22,098,904 6,655,171 — 5,250,000 Diluted net income (loss) per ordinary share $ 0.12 $ 0.12 $ — $ 0.00 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update No.2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”(“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. |
INITIAL PUBLIC OFFERING_2
INITIAL PUBLIC OFFERING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ITHAX ACQUISITION CORP. | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL 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 one Class A ordinary share and one-half of one contingently redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). | NOTE 3. INITIAL 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 one Class A ordinary share and one-half of one contingently redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). |
PRIVATE PLACEMENT_2
PRIVATE PLACEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ITHAX ACQUISITION CORP. | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, including the exercise by the underwriters of their over-allotment option, 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 (each, a “Private Placement Share” or, collectively, “Private Placement Shares”) and one-half of one contingently redeemable warrant (each, a “Private Placement Warrant,” and together with the Public Warrants the “Warrants”). Each whole Private Placement Warrant is exercisable to purchase one non-redeemable Class A ordinary share at a price of $11.50 per share. The Private Placement Shares are classified in permanent equity as they are non-redeemable. 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 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, including the exercise by the underwriters of their over-allotment option, 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 (each, a “Private Placement Share” or, collectively, “Private Placement Shares”) and one-half of one contingently redeemable warrant (each, a “Private Placement Warrant, together with the Public Warrants the “Warrants”). Each whole Private Placement Warrant is exercisable to purchase one non-redeemable Class A ordinary share at a price of $11.50 per share. The Private Placement Shares are classified in permanent equity as they are non-redeemable. 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. |
RELATED PARTY TRANSACTIONS_2
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS A. Related Parties with whom transaction have taken place during the year: a. Mondee Holdings LLC — Parent Company b. Prasad Gundumogula — Chief Executive Officer (“CEO”) c. Metaminds Software Solutions Ltd (“Metaminds Software”) — Affiliate entity d. Metaminds Technologies Pvt Ltd (“Metaminds Technologies”) — Affiliate entity e. Metaminds Global Solutions Inc. (“Metaminds Global”) — Affiliate entity f. Mondee Group LLC — Affiliate entity g. LBF Travel Inc. — Company owned by Key Managerial Person h. Mike Melham — VP of Product Implementation B. Summary of balances due to and from related parties and transactions are as follows: March 31, December 31, Balances as at Year End 2022 2021 Amount payable to related party Metaminds Technologies 196 196 Metaminds Global 537 317 Mondee Group LLC (a) 1,241 203 Loan receivable from Related Party Mondee Group LLC (b) 22,181 22,054 Note Payable to Related Party Note payable to CEO (c) 194 193 Three months ended March 31, Transactions with Related Parties 2022 2021 Offshore IT, sales support and other services from Metaminds Software — 35 Metaminds Technologies 54 58 Metaminds Global 78 39 Offshore software development services from Metaminds Software — 140 Metaminds Technologies 216 234 Metaminds Global 312 154 Interest Income from Mondee Group Loan (b) 127 124 Service fee from Mondee Group LLC (a) 967 — Rent expense – from Mike Melham (d) 17 17 (a) Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC, in exchange for a service fee equal to 10% of the revenue derived from the sale of such airline tickets. Mondee Group, LLC, led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (b) The Company has a secured promissory note receivable from Mondee Group LLC, bearing an interest rate of 2.33 % compounded annually, with a 10-year term, and is secured by 14,708 Class A units in Parent. The note is due the earlier of March 25, 2026, or the occurrence of a change in control event. The note was amended subsequently as explained in note 13. (c) The Company has a note payable to the CEO amounting to $194 and $193 as of March 31, 2022 and December 31, 2021, respectively, and is included in loan payable to related party on the condensed consolidated balance sheets. The loan is collateralized and carries an interest rate of 2% per annum. Principal and interest are due on demand. (d) The Company currently rents two office spaces from Mike Melham, the Company’s VP of Product Implementation. The lease commencement date for both the leases was January 01, 2020. Each lease has a term of five years . The monthly minimum base rents are immaterial . | 13. RELATED PARTY TRANSACTIONS A. Related Parties with whom transaction have taken place during the year: a. Mondee Holdings LLC — Parent Company b. Prasad Gundumogula — Chief Executive Officer (“CEO”) c. Metaminds Software Solutions Ltd (“Metaminds Software”) — Affiliate entity d. Metaminds Technologies Pvt Ltd (“Metaminds Technologies”) — Affiliate entity e. Metaminds Global Solutions Inc. (“Metaminds Global”) — Affiliate entity f. Mondee Group LLC — Affiliate entity g. LBF Travel Inc. — Company owned by Key Managerial Person h. Mike Melham — VP of Product Implementation B. Summary of balances due to and from related parties and transactions during the year are as follows: As of December 31, Balances as at Year End 2021 2020 Amount payable to related party Metaminds Technologies 196 — Metaminds Global 317 757 Mondee Group LLC (a) 203 — Loan receivable from Related Party Mondee Group LLC (b) 22,054 21,547 Note Payable to Related Party Note payable to CEO (c) 193 189 Year ended December 31, Transactions with Related Parties 2021 2020 Offshore IT, sales support and other services from Metaminds Software 90 428 Metaminds Technologies 230 243 Metaminds Global 208 720 Offshore software development services from Metaminds Software 362 1,230 Metaminds Technologies 919 374 Metaminds Global 831 1,036 Repayment – Note to Mondee Group LLC (e) — 5,034 Interest Income from Mondee Group Loan (b) 505 496 Repayment – Note to LBF Travel Inc. (d) — 1,750 Service fee from Mondee Group LLC (a) 1,223 — Rent expense – from Mike Melham (f) 86 86 (a) Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC, in exchange for a service fee equal to 10% of the revenue derived from the sale of such airline tickets. Mondee Group, LLC, led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (b) The Company has a secured promissory note receivable from Mondee Group LLC, bearing an interest rate of 2.33% compounded annually, with a 10 - year term, and is secured by 14,708 Class A units in Parent. The note is due the earlier of March 25, 2026, or the occurrence of a change in control event. (c) The Company has a note payable to the CEO amounting to $193 and $189 as of December 31, 2021 and 2020, respectively, and is included in loan payable to related party on the consolidated balance sheets. The loan is collateralized and carries an interest rate of 2% per annum. Principal and interest are due on demand. (d) In connection with the acquisition of LBF, the Company issued a promissory note to LBF Travel Inc. The note bears an interest rate of 2% annually with a maturity date of January 31, 2020. The entire principal amount of the note along with the interest accrued thereon, was repaid on the maturity date. (e) During the year ended December 31, 2019, the Company obtained short-term borrowing from Mondee Group LLC amounting to $5,000 in the form of a promissory notes. The note bears an interest rate of 3% annually. The entire principal amount of the note along with the accrued interest thereon, was repaid in February 2020. (f) The Company currently rents two office spaces from Mike Melham, the Company’s VP of Product Implementation. The lease commencement date for both the leases was January 1, 2020. Each lease has a term of five years . The monthly minimum base rents are immaterial. |
ITHAX ACQUISITION CORP. | ||
RELATED PARTY TRANSACTIONS | NOTE 5. 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 an aggregate of 20,000 Founder Shares to two members of the board of directors (each received 10,000 Founder Shares). On October 28, 2020, the Sponsor and a third member of the board of directors agreed that the director would pay the Sponsor $41,250 and in exchange the Sponsor would (i) on October 28, 2020, transfer 10,000 Founder Shares to such director and (ii) immediately following the Company’s Business Combination, transfer a total of 4% of the outstanding Class A ordinary shares then held by the Sponsor to the director, with such percentage including the 10,000 Founder Shares the director already held. On January 27, 2021, the Company effectuated a stock dividend of 0.2 shares for each share outstanding, resulting in an aggregate of 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. The sale or transfers of the Founders Shares to members of the Company’s the board of directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of March 31, 2022, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized. 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, 2022 and 2021, the Company incurred and paid $30,000 and $20,000 in fees for these services, respectively. 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 was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Initial Public Offering. The then outstanding balance under the Promissory Note of $88,264 was repaid at the closing of the Initial Public Offering on February 1, 2021. Borrowings are no longer available under the Promissory Note. 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. Through the filing of these condensed consolidated financial statements, the Company has not borrowed any amounts under the Working Capital Loans. | NOTE 5. 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 an aggregate of 20,000 Founder Shares to two members of the board of directors (each received 10,000 Founder Shares). On October 28, 2020, the Sponsor and a third member of the board of directors agreed that the director would pay the Sponsor $41,250 and in exchange the Sponsor would (i) on October 28, 2020, transfer 10,000 Founder Shares to such director and (ii) immediately following the Company’s Business Combination, transfer a total of 4% of the outstanding Class A ordinary shares then held by the Sponsor to the director, with such percentage including the 10,000 Founder Shares the director already held. 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, which was retroactively reflected in the 2020 financial statements presented herein. 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 equal, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did 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. The sale or transfers of the Founders Shares to members of the Company’s the board of directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of December 31, 2021, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized. 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 year ended December 31, 2021 and for the period from October 2, 2020 (inception) through December 31, 2020, the Company incurred and paid $110,000 and $0 in fees for these services, respectively, which are included in formation and operational expenses in the accompanying consolidated statements of operations. 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 then outstanding balance under the Promissory Note of $88,264 was repaid at the closing of the Initial Public Offering on February 1, 2021. Borrowings are no longer available under the Promissory Note. 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. Through the filing date of these consolidated financial statements, the Company has not borrowed any amounts under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of March 31, 2022 the Company currently has two outstanding legal claims that may have an adverse material impact. Litigation Relating to LBF Acquisition. Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The case remains pending in Federal court. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible amount of any such payments cannot be made. On October 13, 2021, Mondee received a summons from Global Collect Services B.V. (“Ingenico”) to appear in the District Court of Amsterdam with respect to a claim of $548 for past dues and outstanding invoices, fees, plus interest and costs of collection. The Company is in current discussions to settle this lawsuit. Letters of Credit The Company had $6,354 secured letters of credit outstanding as of March 31, 2022. These primarily relate to securing the payment for the potential purchase of airline tickets in the ordinary course of business and are collateralized by term deposits and money market funds The following table presents our material contractual obligations as of March 31, 2022. By Period Total Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years 6,354 6,354 — — — | 11. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of December 31, 2021 the Company currently has two outstanding legal claims that may have an adverse material impact. Litigation Relating to LBF Acquisition. Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The case remains pending in Federal court. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible amount of any such payments cannot be made. On October 13, 2021, Mondee received a summons from Global Collect Services B.V. (“Ingenico”) to appear in the District Court of Amsterdam with respect to a claim of $548 for past dues and outstanding invoices, fees, plus interest and costs of collection. The Company is in current discussions to settle this lawsuit. Operating Leases The Company leases various office premises and facilities under operating leases that expire at various dates through October 2029. Certain of the Company’s operating lease agreements for office space also include rent holidays and scheduled rent escalations during the initial lease term. The Company has recorded the rent holiday as a deferred rent within accrued liabilities and other non-current liabilities on the consolidated balance sheets. The Company recognizes the deferred rent liability and scheduled rent increase on a straight-line basis into rent expense over the lease term commencing on the date the Company takes possession of the lease space. Future minimum lease payments under operating leases are as follows: Year ending December 31, 2022 $ 895 2023 480 2024 400 2025 188 2026 92 Thereafter 134 $ 2,189 Rent expense for the Company’s operating leases is recognized on a straight-line basis over the lease term. Rent expense for the years ended December 31, 2021 and 2020 was $1,485 and $2,293, respectively. Letters of Credit The Company had $7,258 and $7,430 of secured letters of credit outstanding as of December 31, 2021 and December 31, 2020, respectively. These primarily relate to securing the payment for the potential purchase of airline tickets in the ordinary course of business and are collateralized by term deposits and money market funds The following table presents our material contractual obligations as of December 31, 2021. By Period Total Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years $7,258 $ 7,258 $ 0 $ 0 $ 0 $7,258 $ 7,258 $ 0 $ 0 $ 0 |
ITHAX ACQUISITION CORP. | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on January 27, 2021 (the “IPO Registration Rights Agreement”), 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 three 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 IPO 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 of $9,082,500 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. Business Combination Agreement On December 20, 2021, the Company entered into a Business Combination Agreement with Mondee Holdings II, Inc., Delaware corporation and a travel technology company (“Mondee”). The Business Combination Agreement was entered into by and among ITHAX Acquisition Corp., Merger Sub I, Merger Sub II and Mondee. Pursuant to the Business Combination Agreement, the Company will become a Delaware corporation (the “Domestication”) and the parties will enter into a business combination transaction (together with the Domestication, the “Business Combination”) by which (i) Merger Sub I will merge with and into Mondee, with Mondee being the surviving entity in the merger (the “First Merger”), and (ii) immediately following the First Merger, Mondee will merge with and into Merger Sub II, with Merger Sub II being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions” and the closing of the Transactions, the “Closing”). As a result of the Domestication (i) each outstanding Class A ordinary share of the Company, par value $0.001 per share (the “Class A Shares”) will be automatically converted into one share of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of Ithax Acquisition Corp., a Delaware corporation (“New Mondee”) and each outstanding Class B ordinary share of the Company, par value $0.001 per share (the “Class B Shares”) will be automatically converted into one share of Class B common stock, par value $0.001 per share (the “Class B Common Stock”), of New Mondee, and (ii) pursuant to an amended and restated warrant agreement, each outstanding warrant of the Company will be replaced by a redeemable warrant of New Mondee, with substantially the same terms, exercisable for a share of Class A Common Stock. In connection with the Closing, New Mondee will amend and restate its certificate of incorporation, which will, among other things, convert each outstanding share of Class B Common Stock into one share of Class A Common Stock and change the name of the post-Closing company to “Mondee Holdings, Inc.” The Company filed its Form S-4 with the SEC on March 21, 2022. The Company filed Amendment No 1 to Form S-4 on April 26, 2022. The Company intends to consummates its Business Combination upon the SEC declaring the S-4 effective. Registration Rights Agreement The Business Combination Agreement contemplates that, at the Closing, the Company, the Sponsor, Mondee and the sole stockholder of Mondee (the “Sole Stockholder”) and the other parties thereto will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which Ithax will agree to register for resale certain shares of its Class A Common Stock that are held by the parties thereto from time to time. Additionally and pursuant to the Registration Rights Agreement, the holders of any shares of Class A Common Stock (the “Lock-Up Shares”) issued to the Sponsor prior to the Closing or to the Sole Stockholder in connection with the Business Combination Agreement, or to the Members (as defined below) in connection with the Earn-out Agreement (as defined below), may not transfer any Lock-Up Shares during the period beginning on the date of Closing and ending on the date that is the earlier of (A) six months after the Closing, (B) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 calendar days following the Closing and (C) the date on which the Company consummates a sale, merger, liquidation, exchange offer or other similar transaction after the Closing, which results in the stockholders immediately prior to such transaction having beneficial ownership of less than 50% of the outstanding voting securities of the combined company. Subscription Agreements Concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase in a private placement 5,000,000 shares of Class A Common Stock (the “PIPE Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $50,000,000 million (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Transactions and will be consummated concurrently with the Closing. The PIPE Shares to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act, and will be issued in reliance on the availability of an exemption from such registration. The PIPE Subscription Agreements further provide that the Company will use commercially reasonable efforts to file a registration statement to register the resale of the PIPE Shares within 30 calendar days after the Closing. It is expected that the PIPE Investors will be parties to the Registration Rights Agreement. On April 21, 2022, the Company entered into a PIPE Subscription Agreement with an additional investor (the “Additional Investor”), whereby the Additional Investor has committed to purchase in a private placement 2,000,000 shares of New Mondee Common Stock at a purchase price of $10.00 per share (the “Additional Shares”) and an aggregate purchase price of $20,000,000 million (the “Additional Investment”) bringing the total amount of commitments from both the PIPE Investment and the Additional Investment to $70.0 million. The Additional Investment will be consummated substantially concurrently with the Closing. The Additional Investor entered into a PIPE Subscription Agreement on substantially the same terms as those of the PIPE Investors, but also agreed not to sell or otherwise transfer any of the Additional Shares during the period beginning on the date of Closing and ending on the date that is the earlier of (A) six months after the Closing, (B) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 calendar days following the Closing and (C) the date on which New Mondee consummates a sale, merger, liquidation, exchange offer or other similar transaction after the Closing, which results in the stockholders immediately prior to such transaction having beneficial ownership of less than 50% of the outstanding voting securities of the combined company. In addition, at the Closing, the Additional Investor will enter into the Registration Rights Agreement, pursuant to which the Additional Investor will be entitled to certain registration rights in respect of the Additional Shares. The Additional Shares to be issued pursuant to the Additional Investment have not been registered under the Securities Act and will be issued in reliance on the availability of an exemption from such registration. Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor and Mondee. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed, among other things, subject to the terms and conditions of the Sponsor Support Agreement, (i) to vote all of its Class A Shares and Class B Shares and any other equity securities of the Company that Sponsor acquired record or beneficial ownership of after the date of the Sponsor Support Agreement and prior to the Closing, other than the shares of Class A Common Stock acquired by the Sponsor pursuant to the Private Placements (collectively, the “Subject SPAC Equity Securities”) (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Transactions (b) against any action, agreement, or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company, Merger Sub I or Merger Sub II under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated, (ii) not to redeem, elect to redeem or tender or submit any of its Subject SPAC Equity Securities for redemption in connection with the BCA or the Transactions, (iii) not to commit or agree to take any action inconsistent with the foregoing. (iv) to comply with and fully perform all of its obligations, covenants and agreements set forth in the Voting Letter Agreement (as defined therein), (v) not to modify or amend any agreement, contract or arrangement between or among Sponsor and any Affiliate of such Sponsor (other than SPAC or any of its Subsidiaries), on the one hand, and SPAC or any of its subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof. In addition, the Sponsor has agreed that if Mondee waives in writing the condition set forth in Section 7.03(e) of the Business Combination, requiring the amount of cash held by the Company to be equal to at least $150,000,000, the Sponsor shall, immediately prior to the First Merger and without any further action on its part, forfeit and surrender or cause the forfeiture and surrender to the Company for no consideration, 603,750 of its Class B Shares. The Sponsor Support Agreement also includes, among other things, a waiver by the Sponsor of its redemption rights and anti-dilution protection as set forth in Article 36.5 of the Company’s amended and restated memorandum and articles of association. The Sponsor Support Agreement will automatically terminate upon the earlier of (a) the Closing and (b) the termination of the Business Combination Agreement in accordance with its terms. Stockholder Support Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into a support agreement (the “Stockholder Support Agreement”) with the Sole Stockholder pursuant to which the Sole Stockholder has, among other things, agreed to vote (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Mergers and the other Transactions and (b) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated. The Stockholder Support Agreement will terminate upon the earlier of (a) the First Merger becomes effective and (b) the termination of the Business Combination Agreement in accordance with its terms. Earn-out Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into an earn-out agreement (the “Earn-out Agreement”) with certain signatories thereto (the “Members”), pursuant to which the Company has agreed, among other things that in connection with and upon the First Merger, the Company will issue to the Members up to 9,000,000 new shares of Class A Common Stock (the “Earn-out Shares”), with the Earn-out Shares vesting over the four-year period following Closing based on the achievement of certain milestones related to the trading price of the Company’s common stock set forth in the Earn-out Agreement. The Earn-out Agreement will terminate if the Business Combination Agreement is validly terminated in accordance with its terms prior to the Closing. Vendor Agreements On October 4, 2021, the Company entered into an agreement with a vendor for placement agency services in connection with the PIPE and customary capital market advisement services related to the pending Business Combination. The agreement calls for the vendor to receive a contingent fee equal to 7% of the gross proceeds of securities sold in the PIPE placement and capped at $3,500,000. On October 4, 2021, the Company entered into an agreement with a vendor for fund-raising services in connection with the PIPE and capital markets advisory services related to the pending Business Combination. The agreement calls for the vendor to receive a contingent fee equal to $500,000, plus 3.5% on the gross proceeds of securities sold in the PIPE placement exceeding $50,000,000 and capped at $1,500,000. On December 15, 2021, the Company entered into an agreement with a vendor for capital market advisement services related to the Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $1,000,000 upon the consummation of the Business Combination. On January 24, 2022, the Company entered into an agreement with a vendor for capital markets advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $500,000 upon the consummation of the Business Combination. On February 1, 2022, the Company entered into an agreement with a vendor for capital markets advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $625,000 upon the consummation of the Business Combination. As of December 31, 2021 the Company entered into an agreement with a vendor for an insurance policy, which the vendor will only receive insurance run-off premium in the amount of approximately $1,100,000 upon the consummation of the Business Combination. As of March 31, 2022, approximately $33,000 is included in accrued expenses in the accompanying condensed consolidated balance sheet. As of March 31, 2022, the Company incurred legal fees of approximately $1,941,000 which is included in deferred legal fees in the accompanying condensed consolidated balance sheet. These fees will only become due and payable upon the consummation of an initial Business Combination. Legal Proceedings In connection with the pending Business Combination, one purported stockholder has sent a demand letter. No amount of damages is stated in the demand letter. The Company believes that the threatened lawsuit is without merit and, if filed, the Company intends to defend the matters vigorously. The Company is currently unable to reasonably determine the outcome of any potential litigation or estimate any potential losses, and, as such, have not recorded a loss contingency. There is no other material litigation, arbitration or governmental proceedings currently pending against the Company or any members of its management team in their capacity as such. | NOTE 6. COMMITMENTS AND CONTINGENCIES 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 three 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. Business Combination Agreement On December 20, 2021, the Company entered into a Business Combination Agreement with Mondee Holdings II, Inc., a travel technology company. The Business Combination Agreement was entered into by and among ITHAX Acquisition Corp., Merger Sub 1, Merger Sub 2 and Mondee Holdings II, Inc., a Delaware corporation (“Mondee”). Pursuant to the Business Combination Agreement, the Company will become a Delaware corporation (the “Domestication”) and the parties will enter into a business combination transaction (together with the Domestication, the “Business Combination”) by which (i) Merger Sub I will merge with and into Mondee, with Mondee being the surviving entity in the merger (the “First Merger”), and (ii) immediately following the First Merger, Mondee will merge with and into Merger Sub II, with Merger Sub II being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions” and the closing of the Transactions, the “Closing”). As a result of the Domestication (i) each outstanding Class A ordinary share of the Company, par value $0.001 per share (the “Class A Shares”) and each outstanding Class B ordinary share of the Company, par value $0.001 per share (the “Class B Shares”) will be automatically converted into one share of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of Ithax Acquisition Corp., a Delaware corporation (“Delaware Ithax”), and (ii) pursuant to an amended and restated warrant agreement, each outstanding warrant of the Company will be replaced by a redeemable warrant of Delaware Ithax, with substantially the same terms, exercisable for a share of Class A Common Stock. In connection with the Closing, Delaware Ithax will change its name to “Mondee Holdings, Inc.” Registration Rights Agreement The Business Combination Agreement contemplates that, at the Closing, the Company, the Sponsor, Mondee and the sole stockholder of Mondee (the “Sole Stockholder”) and the other parties thereto will enter into the Registration Rights Agreement, pursuant to which Ithax will agree to register for resale certain shares of its Class A Common Stock that are held by the parties thereto from time to time. Additionally and pursuant to the Registration Rights Agreement, the holders of any shares of Class A Common Stock (the “Lock-Up Shares”) issued to the Sponsor prior to the Closing or to the Sole Stockholder in connection with the Business Combination Agreement, or to the Members (as defined below) in connection with the Earn-out Agreement (as defined below), may not transfer any Lock-Up Shares during the period beginning on the date of Closing and ending on the date that is the earlier of (A) six months after the Closing, (B) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 calendar days following the Closing and (C) the date on which the Company consummates a sale, merger, liquidation, exchange offer or other similar transaction after the Closing, which results in the stockholders immediately prior to such transaction having beneficial ownership of less than 50% of the outstanding voting securities of the combined company. Subscription Agreements Concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase in a private placement 5,000,000 shares of Class A Common Stock (the “PIPE Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $50,000,000 million (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Transactions and will be consummated concurrently with the Closing. The PIPE Shares to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act, and will be issued in reliance on the availability of an exemption from such registration. The PIPE Subscription Agreements further provide that the Company will use commercially reasonable efforts to file a registration statement to register the resale of the PIPE Shares within 30 calendar days after the Closing. It is expected that the PIPE Investors will be parties to the Registration Rights Agreement. Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor and Mondee. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed, among other things, subject to the terms and conditions of the Sponsor Support Agreement, (i) to vote all of its Class A Shares and Class B Shares and any other equity securities of the Company that Sponsor acquired record or beneficial ownership of after the date of the Sponsor Support Agreement and prior to the Closing, other than the shares of Class A Common Stock acquired by the Sponsor pursuant to the Private Placements (collectively, the “Subject SPAC Equity Securities”) (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Transactions (b) against any action, agreement, or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company, Merger Sub I or Merger Sub II under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated, (ii) not to redeem, elect to redeem or tender or submit any of its Subject SPAC Equity Securities for redemption in connection with the BCA or the Transactions, (iii) not to commit or agree to take any action inconsistent with the foregoing. (iv) to comply with and fully perform all of its obligations, covenants and agreements set forth in the Voting Letter Agreement (as defined therein), (v) not to modify or amend any agreement, contract or arrangement between or among Sponsor and any Affiliate of such Sponsor (other than SPAC or any of its Subsidiaries), on the one hand, and SPAC or any of its subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof. In addition, the Sponsor has agreed that if Mondee waives in writing the condition set forth in Section 7.03(e) of the Business Combination, requiring the amount of cash held by the Company to be equal to at least $150,000,000, the Sponsor shall, immediately prior to the First Merger and without any further action on its part, forfeit and surrender or cause the forfeiture and surrender to the Company for no consideration, 603,750 of its Class B Shares. The Sponsor Support Agreement also includes, among other things, a waiver by the Sponsor of its redemption rights and anti-dilution protection as set forth in Article 36.5 of the Company’s amended and restated memorandum and articles of association. The Sponsor Support Agreement will automatically terminate upon the earlier of (a) the Closing and (b) the termination of the Business Combination Agreement in accordance with its terms. Stockholder Support Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into a support agreement (the “Stockholder Support Agreement”) with the Sole Stockholder pursuant to which the Sole Stockholder has, among other things, agreed to vote (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Mergers and the other Transactions and (b) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated. The Stockholder Support Agreement will terminate upon the earlier of (a) the First Merger becomes effective and (b) the termination of the Business Combination Agreement in accordance with its terms. Earn-out Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into an earn-out agreement (the “Earn-out Agreement”) with certain signatories thereto (the “Members”), pursuant to which the Company has agreed, among other things that in connection with and upon the First Merger, the Company will issue to the Members up to 9,000,000 new shares of Class A Common Stock (the “Earn-out Shares”), with the Earn-out Shares vesting over the four-year period following Closing based on the achievement of certain milestones related to the trading price of the Company’s common stock set forth in the Earn-out Agreement. The Earn-out Agreement will terminate if the Business Combination Agreement is validly terminated in accordance with its terms prior to the Closing. Vendor Agreements On October 4, 2021, the Company entered into an agreement with a vendor for capital market advisement services and investment banking services related to the pending Business Combination. Specifically, the agreement relates to assisting in raising the funds as part of the PIPE financing. The agreement calls for the vendor to receive a contingent fee equal to 7% of the gross proceeds of securities sold in the PIPE placement and capped at $3,500,000. On October 4, 2021, the Company entered into an agreement with a vendor for investment banking services related to the pending Business Combination. Specifically, the agreement relates to assisting in raising the funds as part of the PIPE financing. The agreement calls for the vendor to receive a contingent fee equal to $500,000 plus 3.5% of the gross proceeds of securities sold in the PIPE placement and capped at $1,500,000. On December 15, 2021, the Company entered into an agreement with a vendor for capital market advisement services related to the Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $1,000,000 upon the consummation of the Business Combination. On January 24, 2022, the Company entered into an agreement with a vendor for advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $500,000 upon the consummation of the Business Combination. On February 1, 2022, the Company entered into an agreement with a vendor for advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $625,000 upon the consummation of the Business Combination. As of December 31, 2021 the Company entered into an agreement with a vendor for an insurance policy, which the vendor will only receive insurance run-off premium in the amount of approximately $1,100,000 upon the consummation of the Business Combination. Through December 31, 2021, the Company incurred legal fees of approximately $1,100,000. These fees will only become due and payable upon the consummation of an initial Business Combination. |
SHAREHOLDERS' EQUITY_2
SHAREHOLDERS' EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SHAREHOLDERS' EQUITY | 11. COMMON STOCK Class A — Common stock The total number of capital stock the Company has authority to issue is 1,000 shares of Class A Common Stock, par value $0.01, of which 1 common stock is issued and outstanding Voting Each holder of common stock is entitled to one vote in respect of each share held by them in the records of the Company for all matters submitted to a vote. Liquidation In the event of liquidation of the Company, the holders of common stock shall be entitled to receive all the remaining assets of the Company, after distribution of all preferential amounts, if any. Such amounts will be in proportion to the number of equity shares held by the shareholders. | 15. COMMON STOCK Class A — Common stock The total number of capital stock the Company has authority to issue is 1,000 shares of Class A Common Stock, par value $0.01, of which 1 common stock is issued Voting Each holder of common stock is entitled to one vote in respect of each share held by them in the records of the Company for all matters submitted to a vote. Liquidation In the event of liquidation of the Company, the holders of common stock shall be entitled to receive all the remaining assets of the Company, after distribution of all preferential amounts, if any. Such amounts will be in proportion to the number of equity shares held by the shareholders. |
ITHAX ACQUISITION CORP. | ||
SHAREHOLDERS' EQUITY | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares — Class A Ordinary Shares Class B Ordinary Shares 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 adjustments. | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares outstanding outstanding Class B Ordinary Shares 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. |
WARRANTS_2
WARRANTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ITHAX ACQUISITION CORP. | ||
WARRANTS | NOTE 8. WARRANTS As of March 31, 2022 and December 31, 2021, there were 12,075,000 Public Warrants and 337,500 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. 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. 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: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption, or the 30-day ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third 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. 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 Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. 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 and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. | NOTE 8. WARRANTS As of December 31, 2021, there were 12,075,000 Public Warrants and 337,500 Private Placement Warrants outstanding. As of December 31, 2020, there were no Public Warrants and Private Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. 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. 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: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption, or the 30-day ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third 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. 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 Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. 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 and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS_2
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | 3. FAIR VALUE MEASUREMENT The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table sets forth the Company’s financial liabilities that were measured at fair value, on a recurring basis: March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Earn-out consideration (1) — $ — $ 762 $ 762 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Earn-out consideration (1) $ — $ — $ 597 $ 597 (1) The earn-out consideration represents arrangements to pay the former owners of LBF, acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and three month ended March 31, 2022. As of March 31, 2022, there was no payment given the Company did not meet the EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) threshold required. Earn-out consideration is included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. For Level 3 earn-out consideration, the Company assesses the fair value of expected earn-out consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earn-out consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earn- out. The earn-out consideration is included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. Change in the fair value of earn-out consideration is reflected in our condensed consolidated statements of operations. Changes to the unobservable inputs do not have a material impact on the Company’s condensed consolidated financial statements. Rollforward of Level 3 Recurring Fair Value Measurements The following table summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3): March 31, March 31, 2022 2021 Balance, beginning of period $ 597 $ 332 Change in the estimated fair value of earn-out consideration 165 208 Balance, end of period $ 762 $ 540 The fair value of Company’s short term financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated their carrying values as of March 31, 2022 and December 31, 2021, due to their short-term nature. The Company’s restricted short-term investments are certificate of deposits held at banks and it is management’s intent to hold to maturity. As such, the Company records restricted short-term investments and long-term debt due from related parties on an amortized cost basis. There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the three-month period ended March 31, 2022 and for the year ended December 31, 2021. Assets Measured at Fair Value on a Nonrecurring Basis Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur. As of March 31, 2022 and March 31, 2021 the Company has not recorded any impairment charges on non-financial assets. | 3. FAIR VALUE MEASUREMENT The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis: December 31, 2021 Level 1 Level 2 Level 3 Total Assets Restricted cash and cash equivalents (1) — — — — Total assets $ — $ — $ — $ — Liabilities Earn-out consideration (2) — $ — $ 597 $ 597 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Restricted cash and cash equivalents (1) 100 — — 100 Total assets $ 100 $ — $ — $ 100 Liabilities Earn-out consideration (2) $ — $ — $ 332 $ 332 (1) Includes money market funds that are highly liquid investments with maturity periods of three months or less. (2) The earn-out consideration represents arrangements to pay the former owners of LBF, acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and 2022. Earn-out consideration is included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. For Level 3 earn-out consideration, the Company assesses the fair value of expected earn-out consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earn-out consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earn- out. The earn-out consideration is included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. Change in the fair value of earn-out consideration is reflected in our consolidated statements of operations. Changes to the unobservable inputs do not have a material impact on the Company’s consolidated financial statements. Rollforward of Level 3 Recurring Fair Value Measurements The following table summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (in thousand): For the Year Ended December 31, 2021 2020 Balance, beginning of year $ 332 $ 398 Change in the estimated fair value of earn-out consideration 265 (66) Balance, end of year $ 597 $ 332 The fair value of Company’s short term financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated their carrying values as of December 31, 2021, and 2020, due to their short-term nature. The Company records restricted short-term investments and long-term debt due from related parties on an amortized cost basis. There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the years ended December 31, 2021 and 2020. Assets Measured at Fair Value on a Nonrecurring Basis Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur. As of December 31, 2021 and 2020 the Company has not recorded any impairment chargers on non-financial assets. |
ITHAX ACQUISITION CORP. | ||
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, December 31, Description Level 2022 2021 Assets: Marketable securities held in Trust Account 1 $ 241,608,163 $ 241,600,623 Liabilities: Warrant Liability – Public Warrants 1 $ 3,864,000 $ 6,520,500 Warrant Liability – Private Placement Warrants 3 $ 108,000 $ 182,250 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations. The Private Placement Warrants were valued using the Black-Scholes option pricing model. The Black Scholes model is a theoretical extension of binomial option pricing theory, in that consideration of discrete probabilities and option payoff outcomes are divided into smaller and smaller intervals. At the limit, the binomial process converges to the Black-Scholes formula, which indicates that a call option value is equal to the security price times a probability, minus the present value of the exercise times a probability. The probabilities are given by the cumulative normal distribution. The Public Warrants were initially valued using a Monte Carlo Model. The Monte Carlo method is an analysis method designed to determine the value of variables such as the expected value of the Warrants as of the valuation date. This value is fundamentally uncertain, and it is determined by what statisticians call estimators. The model estimates the value of the Public Warrants after 100,000 trials based on the Company’s ordinary share price at the end of the Public Warrants’ expected life. The price estimates are based on a probability distribution of the price of the Company’s ordinary shares under a risk-neutral premise. For periods subsequent to the detachment of the Public Warrants from the Units, which occurred on March 22, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price on the Nasdaq Stock Market LLC as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The inputs used in the Black-Scholes model for Private Placement Units and the Monte Carlo Model for Public Units is as follows: February 1, 2021 (Initial Measurement) December 31, 2021 March 31, 2022 Public Private Private Private Input Warrants Warrants Warrants Warrants Ordinary Share Price $ 9.55 $ 9.55 $ 9.82 $ 9.87 Exercise Price $ 11.50 $ 11.50 $ 11.5 $ 11.50 Expected Life (in years) 5 5 5.26 5.12 Risk Free Interest Rate 0.49 % 0.49 % 1.3 % 2.5 % Volatility 19.00 % 19.00 % 9.9 % 4.9 % Dividend Yield 0.00 % 0.00 % 0.00 % 0.00 % Redemption Trigger (20 of 30 trading days) $ 18.00 N/A N/A N/A The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 1, 2021 313,875 11,109,000 11,422,875 Change in fair value (131,625) (2,898,000) (3,029,625) Transfers to Level 1 — (8,211,000) (8,211,000) Fair value as of December 31, 2021 $ 182,250 $ — $ 182,250 Change in fair value (74,250) — (74,250) Fair value as of March 31, 2022 $ 108,000 $ — $ 108,000 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 measurement during the year ended December 31, 2021 was approximately $8.2 million. | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 241,600,623 Liabilities: Warrant Liability – Public Warrants 1 $ 6,520,500 Warrant Liability – Private Placement Warrants 3 $ 182,250 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations. The Private Placement Warrants were valued using the Black-Scholes option pricing model. The Black Scholes model is a theoretical extension of binomial option pricing theory, in that consideration of discrete probabilities and option payoff outcomes are divided into smaller and smaller intervals. At the limit, the binomial process converges to the Black-Scholes formula, which indicates that a call option value is equal to the security price times a probability, minus the present value of the exercise times a probability. The probabilities are given by the cumulative normal distribution. The Public Warrants were initially valued using a Monte Carlo Model. The Monte Carlo method is an analysis method designed to determine the value of variables such as the expected value of the Warrants as of the valuation date. This value is fundamentally uncertain, and it is determined by what statisticians call estimators. The model estimates the value of the Public Warrants after 100,000 trials based on the Company’s ordinary share price at the end of the Public Warrants’ expected life. The price estimates are based on a probability distribution of the price of the Company’s ordinary shares under a risk-neutral premise. For periods subsequent to the detachment of the Public Warrants from the Units, which occurred on March 22, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price on the Nasdaq Stock Market LLC as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The inputs used in the Black-Scholes model for Private Placement Units and the Monte Carlo Model for Public Units is as follows: February 1, 2021 (Initial Measurement) December 31, 2021 Public Private Private Input Warrants Warrants Warrants Ordinary Share Price $ 9.55 9.55 $ 9.82 Exercise Price $ 11.50 11.50 $ 11.50 Expected Life (in years) 5 5 5.26 Risk Free Interest Rate 0.49 % 0.49 % 1.3 % Volatility 19.00 % 19.00 % 9.9 % Dividend Yield 0.00 % 0.00 % 0.00 % Redemption Trigger (20 of 30 trading days) $ 18.00 N/A N/A The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 1, 2021 313,875 11,109,000 11,422,875 Change in fair value (131,625) (2,898,000) (3,029,625) Transfers to Level 1 — (8,211,000) (8,211,000) Fair value as of December 31, 2021 $ 182,250 $ — $ 182,250 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 measurement during the year ended December 31, 2021 was approximately $8.2 million. There were no transfers to/from Levels 1 2 3 December |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred through May 19, 2022, which represents the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. Related Party Agreement The Mondee Group LLC (“Borrower”) promissory note was amended on May 18, 2022. Per the amendment, the principal and interest owing may be repaid, at the election of the Borrower, in cash or units of Mondee Holdings LLC (“Holdings”), or any securities received in redemption of, as a distribution on or in exchange for the units of Holdings in connection with the closing of the transactions contemplated by the Business Combination Agreement, dated December 20, 2021, among Mondee Holdings II, Inc., Ithax Acquisition Corp., Ithax Merger Sub I, LLC and Ithax Merger Sub II, LLC, or a combination thereof. | 17. SUBSEQUENT EVENTS The Company evaluated subsequent events through March 19, 2022, which represents the date the consolidated financial statements were available to be issued. There were no subsequent events or transactions identified which require disclosure. |
ITHAX ACQUISITION CORP. | ||
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the condensed consolidated financial statements. On April 21, 2022, the Company entered into a PIPE Subscription Agreement with an additional investor (the “Additional Investor”), whereby the Additional Investor has committed to purchase in a private placement 2,000,000 shares of New Mondee Common Stock at a purchase price of $10.00 per share (the “Additional Shares”) and an aggregate purchase price of $20,000,000 million (the “Additional Investment”) bringing the total amount of commitments from both the PIPE Investment and the Additional Investment to $70.0 million. See Note 6. | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 24 and February 1, 2022, the Company entered into agreements with vendors for advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $500,000 and $625,000, respectively, upon the consummation of the Business Combination. |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Use of Estimates | Use of estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, the determination of the incremental borrowing rate used for operating lease liabilities, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long-lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. | Use of estimates The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long- lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. |
Offering Costs | Deferred offering costs Deferred offering costs, which consist of direct incremental legal, consulting, and accounting fees and printer costs relating to an anticipated public offering, are capitalized and will be offset against proceeds upon the consummation of the offering. In the event the offering is terminated, the deferred offering costs will be expensed. As of March 31, 2022 the Company had $2,255 of deferred offering costs in prepaid expenses and other currents assets on the condensed consolidated balance sheets. No amounts were capitalized as of December 31, 2021. | |
Income Taxes | Income taxes The Company is subject to payment of federal and state income taxes in the U.S. and other forms of income taxes in other jurisdictions. Consequently, the Company determines its consolidated provision for income taxes based on tax obligations incurred using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, the Company believes it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company evaluates uncertain tax positions to determine if it is more likely than not that they would be sustained upon examination. The Company records a liability when such uncertainties fail to meet the more likely than not threshold. A US shareholder is subject to current tax on “global intangible low-taxed income” (GILTI) of its controlled foreign corporations (CFCs). The Company is subject to tax under GILTI provisions and includes its CFCs income in its US income tax provision in the period the CFCs earn the income. | |
Concentration of Credit Risk | Certain risks and concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company does not consider there to be significant concentration of credit risk relating to accounts receivable. The Company’s cash and cash equivalents and restricted cash are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. 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 and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. | Certain risks and concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. The Company does not consider there to be significant concentration of credit risk relating to accounts receivables. The Company’s cash and cash equivalents and restricted cash are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprise of amounts due from affiliates, airline companies and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. |
Recently Issued Accounting Standards | Recently adopted accounting pronouncements On January 1, 2022, the Company adopted FASB ASU No. 2016-02, Leases (Topic 842), which requires recognition of right-of-use (“ROU”) assets and lease liabilities for most leases on the Company’s condensed consolidated balance sheet. The Company adopted Topic 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11. As a result, the Company was not required to adjust its comparative periods’ financial information for effects of the standard or make the new required lease disclosures for the periods before the date of adoption (i.e., January 1, 2022). The Company elected the package of practical expedients which allowed the Company not to reassess (1) whether existing or expired contracts, as of the adoption date, contain leases, (2) the lease classification for existing leases, and (3) whether existing initial direct costs meet the new definition. The Company also elected the practical expedient to not separate lease and non-lease components for its facility leases. The Company notes that adopting the new standard resulted in recording a lease liability and right- of-use asset associated with the Company’s facility lease agreement totaling $2,282 and $2,200, respectively as of January 1, 2022. | Recently adopted accounting policies In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The intent of this pronouncement is to align the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software as defined in ASC 350-40. Under ASU 2018-15, the capitalized implementation costs related to a cloud computing arrangement will be amortized over the term of the arrangement and all capitalized implementation amounts will be required to be presented in the same line items of the Consolidated financial statements as the related hosting fees. ASU 2018-15 is effective for public and private companies’ fiscal years beginning after December 15, 2019, and December 15, 2020, respectively, and interim periods within those fiscal years, with early adoption permitted. The Company adopt ASU 2018-15 under the private company transition guidance as of January 1, 2021. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements. |
ITHAX ACQUISITION CORP. | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 10, 2022. The accompanying condensed consolidated balance sheet as of December 31, 2021 has been derived from our audited consolidated financial statements included in the aforementioned Form 10-K. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | 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 companies 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 exemptions from the requirements of holding a nonbinding advisory vote on executive compensation 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 that 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. 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 comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | 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 companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation 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 that 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. 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 comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible 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. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities when the warrants are not publicly traded. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities when the warrants are not publicly traded. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in mutual funds which are invested primarily in U.S. Treasury Securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. Unrealized gains and losses on marketable securities held in Trust Account are included in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. | Cash and Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in US Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying consolidated statements of operations. Unrealized gains and losses on marketable securities held in Trust Account are included in the accompanying consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Class A Ordinary Shares Subject to Possible Redemption | 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” (“ASC 480”), 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, 2022 and December 31, 2021, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the subsequent measurement of the initial book value to redemption amount. Subsequent measurement to the carrying value of redeemable Class A ordinary shares is due to interest income and unrealized gains or losses on the marketable securities held in the Trust Account. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,109,000) Class A ordinary shares issuance costs (14,006,535) Plus: Subsequent measurement of carrying value to redemption value 25,216,158 Class A ordinary shares subject to possible redemption – December 31, 2021 241,600,623 Plus: Subsequent measurement of carrying value to redemption value 7,540 Class A ordinary shares subject to possible redemption – March 31, 2022 $ 241,608,163 | 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 December 31, 2021, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s consolidated balance sheets. There were no shares subject to possible redemption at December 31, 2020. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the subsequent measurement of the initial book value to redemption amount. Subsequent measurement to the carrying value of redeemable Class A ordinary shares is due to interest income and unrealized gains or losses on the marketable securities held in the Trust Account. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A ordinary shares subject to redemption reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,109,000) Class A ordinary shares issuance costs (14,006,535) Plus: Subsequent measurement of carrying value to redemption value 25,216,158 Class A ordinary shares subject to possible redemption $ 241,600,623 |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Accordingly, offering costs totaling $14,681,886 (consisting of $5,250,000 in underwriters’ discount, $9,082,500 in deferred underwriters’ discount, and $349,386 of other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering using a with-or-without method 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 condensed consolidated statements of operations and offering costs of $14,006,535 associated with the Class A ordinary shares and Private Placement Units were initially charged to temporary equity and then subsequently measured to ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Accordingly, offering costs totaling $14,681,886 (consisting of $5,250,000 in underwriters’ discount, $9,082,500 in deferred underwriters’ discount, and $349,386 other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering using a with-or-without method 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 consolidated statements of operations and offering costs of $14,006,535 associated with the Class A ordinary shares and Private Placement Units were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. |
Warrant Liabilities | 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 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. There are no changes in this assessment as of March 31, 2022. 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 are remeasured at 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 condensed consolidated statements of operations. | 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 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. 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 are remeasured at 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 consolidated statements of operations. |
Income Taxes | 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 condensed consolidated 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 condensed consolidated financial statements and prescribes a recognition threshold and measurement process for condensed consolidated 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 no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ITHAX Acquisition Corp. 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. The Company’s United States subsidiaries had no activity for the three months ended March 31, 2022 and 2021 and the Company has deemed any income tax obligations to be immaterial. | 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 consolidated 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 consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated 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 no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 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. ITHAX Acquisitioon Corp. 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. The Company’s United States subsidiaries had no activity for the year ended December 31, 2021 and the Company has deemed any income tax obligations to be immaterial. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase 12,412,500 Class A ordinary shares in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company, except for the 787,500 founder shares as of March 31, 2021 which are no longer forfeitable as of that date, and thus included for dilutive purposes. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except share amounts): Three Months Ended Three Months Ended March 31, 2021 March 31, 2022 (As Restated) Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 338,719 $ 94,147 $ 93,994 $ 37,400 Denominator: Basic and diluted weighted average shares outstanding 24,150,000 6,712,500 15,563,333 6,192,500 Basic and diluted net income per ordinary share $ 0.01 $ 0.01 $ 0.01 $ 0.01 | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.”.Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase 12,412,500 Class A ordinary shares in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company, except for the 787,500 founder shares in December 31, 2021 which are no longer forfeitable and thus included for dilutive purposes. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts): For the period from October 2, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,551,089 $ 760,550 $ — $ (4,891) Denominator: Basic weighted average shares outstanding 22,098,904 6,588,288 — 5,250,000 Basic net income (loss) per ordinary share $ 0.12 $ 0.12 $ — $ 0.00 For the period from October 2, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,545,155 $ 766,484 $ — $ (4,891) Denominator: Diluted weighted average shares outstanding 22,098,904 6,655,171 — 5,250,000 Diluted net income (loss) per ordinary share $ 0.12 $ 0.12 $ — $ 0.00 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update No.2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company early adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update No.2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”(“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) - ITHAX ACQUISITION CORP. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Summary of reconciliation of company's financial statements | Gross proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,109,000) Class A ordinary shares issuance costs (14,006,535) Plus: Subsequent measurement of carrying value to redemption value 25,216,158 Class A ordinary shares subject to possible redemption – December 31, 2021 241,600,623 Plus: Subsequent measurement of carrying value to redemption value 7,540 Class A ordinary shares subject to possible redemption – March 31, 2022 $ 241,608,163 | Gross proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,109,000) Class A ordinary shares issuance costs (14,006,535) Plus: Subsequent measurement of carrying value to redemption value 25,216,158 Class A ordinary shares subject to possible redemption $ 241,600,623 |
Reconciliation of Net Loss per Common Share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except share amounts): Three Months Ended Three Months Ended March 31, 2021 March 31, 2022 (As Restated) Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 338,719 $ 94,147 $ 93,994 $ 37,400 Denominator: Basic and diluted weighted average shares outstanding 24,150,000 6,712,500 15,563,333 6,192,500 Basic and diluted net income per ordinary share $ 0.01 $ 0.01 $ 0.01 $ 0.01 | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts): For the period from October 2, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,551,089 $ 760,550 $ — $ (4,891) Denominator: Basic weighted average shares outstanding 22,098,904 6,588,288 — 5,250,000 Basic net income (loss) per ordinary share $ 0.12 $ 0.12 $ — $ 0.00 For the period from October 2, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,545,155 $ 766,484 $ — $ (4,891) Denominator: Diluted weighted average shares outstanding 22,098,904 6,655,171 — 5,250,000 Diluted net income (loss) per ordinary share $ 0.12 $ 0.12 $ — $ 0.00 |
FAIR VALUE MEASUREMENTS (Tabl_2
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of changes in the fair value of warrant liabilities | March 31, March 31, 2022 2021 Balance, beginning of period $ 597 $ 332 Change in the estimated fair value of earn-out consideration 165 208 Balance, end of period $ 762 $ 540 | The following table summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (in thousand): For the Year Ended December 31, 2021 2020 Balance, beginning of year $ 332 $ 398 Change in the estimated fair value of earn-out consideration 265 (66) Balance, end of year $ 597 $ 332 |
ITHAX ACQUISITION CORP. | ||
Schedule of Company's assets that are measured at fair value on a recurring basis | March 31, December 31, Description Level 2022 2021 Assets: Marketable securities held in Trust Account 1 $ 241,608,163 $ 241,600,623 Liabilities: Warrant Liability – Public Warrants 1 $ 3,864,000 $ 6,520,500 Warrant Liability – Private Placement Warrants 3 $ 108,000 $ 182,250 | December 31, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 241,600,623 Liabilities: Warrant Liability – Public Warrants 1 $ 6,520,500 Warrant Liability – Private Placement Warrants 3 $ 182,250 |
Schedule of significant inputs to the Monte Carlo Simulation for the fair value | February 1, 2021 (Initial Measurement) December 31, 2021 March 31, 2022 Public Private Private Private Input Warrants Warrants Warrants Warrants Ordinary Share Price $ 9.55 $ 9.55 $ 9.82 $ 9.87 Exercise Price $ 11.50 $ 11.50 $ 11.5 $ 11.50 Expected Life (in years) 5 5 5.26 5.12 Risk Free Interest Rate 0.49 % 0.49 % 1.3 % 2.5 % Volatility 19.00 % 19.00 % 9.9 % 4.9 % Dividend Yield 0.00 % 0.00 % 0.00 % 0.00 % Redemption Trigger (20 of 30 trading days) $ 18.00 N/A N/A N/A | February 1, 2021 (Initial Measurement) December 31, 2021 Public Private Private Input Warrants Warrants Warrants Ordinary Share Price $ 9.55 9.55 $ 9.82 Exercise Price $ 11.50 11.50 $ 11.50 Expected Life (in years) 5 5 5.26 Risk Free Interest Rate 0.49 % 0.49 % 1.3 % Volatility 19.00 % 19.00 % 9.9 % Dividend Yield 0.00 % 0.00 % 0.00 % Redemption Trigger (20 of 30 trading days) $ 18.00 N/A N/A |
Schedule of changes in the fair value of warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 1, 2021 313,875 11,109,000 11,422,875 Change in fair value (131,625) (2,898,000) (3,029,625) Transfers to Level 1 — (8,211,000) (8,211,000) Fair value as of December 31, 2021 $ 182,250 $ — $ 182,250 Change in fair value (74,250) — (74,250) Fair value as of March 31, 2022 $ 108,000 $ — $ 108,000 | Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 1, 2021 313,875 11,109,000 11,422,875 Change in fair value (131,625) (2,898,000) (3,029,625) Transfers to Level 1 — (8,211,000) (8,211,000) Fair value as of December 31, 2021 $ 182,250 $ — $ 182,250 |
DESCRIPTION OF ORGANIZATION A_4
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 3 Months Ended | 12 Months Ended | |||
Feb. 01, 2021 USD ($) $ / shares shares | Oct. 02, 2020 | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | |
ITHAX ACQUISITION CORP. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of Private Placements Units | $ 6,750,000 | $ 6,750,000 | |||
Transaction Costs | $ 14,681,886 | ||||
Underwriting fees | 5,250,000 | ||||
Deferred underwriting fees payable | 9,082,500 | $ 9,082,500 | 9,082,500 | ||
Other offering costs | $ 349,386 | ||||
Condition for future business combination number of businesses minimum | 1 | ||||
Payments for investment of cash in Trust Account | $ 241,500,000 | 241,500,000 | |||
Interest withdrawn from trust account | $ 0 | ||||
Condition for future business combination use of proceeds percentage | 80 | 80 | |||
Condition for future business combination threshold Percentage Ownership | 50 | 50 | |||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | |||
Redemption limit percentage without prior consent | 15 | 15 | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | 100% | |||
Redemption period upon closure | 10 days | 10 days | |||
Maximum Allowed Dissolution Expenses | $ 100,000 | $ 100,000 | |||
Cash available for working capital | 230,529 | 525,204 | |||
Working capital | 184,367 | 337,406 | |||
Initial Public Offering | ITHAX ACQUISITION CORP. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs (in shares) | shares | 24,150,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 241,500,000 | ||||
Deferred underwriting fees payable | $ 7,350,000 | 7,350,000 | |||
Payments for investment of cash in Trust Account | $ 241,500,000 | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of Private Placements Units | $ 6,750,000 | ||||
Private Placement | ITHAX ACQUISITION CORP. | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Units, net of initial fair value of Private Warrants and offering costs (in shares) | shares | 675,000 | 675,000 | 675,000 | ||
Price of warrant | $ / shares | $ 10 | $ 10 | |||
Proceeds from sale of Private Placements Units | $ 6,750,000 | $ 6,750,000 | |||
Over-allotment option | ITHAX ACQUISITION CORP. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs (in shares) | shares | 3,150,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Deferred underwriting fees payable | $ 1,732,500 | $ 1,732,500 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Feb. 01, 2021 | Dec. 31, 2020 | |
Unrecognized tax benefits | $ 0 | $ 0 | |||
ITHAX ACQUISITION CORP. | |||||
Cash equivalents | $ 0 | 0 | 0 | ||
Assets held-in-trust account | 0 | ||||
Transaction Costs Allocated To Warrant Liabilities | $ (675,351) | (675,351) | |||
Offering costs | 14,006,535 | 14,006,535 | |||
Transaction Costs | $ 14,681,886 | ||||
Underwriting fees | 5,250,000 | ||||
Deferred underwriting fees payable | 9,082,500 | 9,082,500 | 9,082,500 | ||
Other offering costs | $ 349,386 | ||||
Unrecognized tax benefits | 0 | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | ||
Shares subject to forfeiture | 787,500 | 787,500 | |||
Federal Depository Insurance Coverage | $ 250,000 | $ 250,000 | |||
Class A Common Stock | ITHAX ACQUISITION CORP. | |||||
Number of warrants to purchase shares issued | 12,412,500 | 12,412,500 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of reconciliation of company's financial statements (Details) - ITHAX ACQUISITION CORP. - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class A ordinary shares issuance costs | $ 14,006,535 | $ 14,006,535 |
Class A Common Stock Subject to Redemption | ||
Gross proceeds | 241,500,000 | |
Proceeds allocated to Public Warrants | (11,109,000) | |
Class A ordinary shares issuance costs | (14,006,535) | |
Subsequent measurement of carrying value to redemption value | 7,540 | 25,216,158 |
Class A ordinary shares subject to possible redemption | $ 241,608,163 | $ 241,600,623 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - ITHAX ACQUISITION CORP. - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A Common Stock | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 2,551,089 | |
Allocation of net income (loss), as adjusted | $ 2,545,155 | |
Denominator: | ||
Basic weighted average shares outstanding | 22,098,904 | |
Diluted weighted average shares outstanding | 22,098,904 | |
Basic net income (loss) per ordinary share | $ 0.12 | |
Diluted net income (loss) per ordinary share | $ 0.12 | |
Class B Common Stock | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ (4,891) | $ 760,550 |
Allocation of net income (loss), as adjusted | $ (4,891) | $ 766,484 |
Denominator: | ||
Basic weighted average shares outstanding | 5,250,000 | 6,588,288 |
Diluted weighted average shares outstanding | 5,250,000 | 6,655,171 |
Basic net income (loss) per ordinary share | $ 0 | $ 0.12 |
Diluted net income (loss) per ordinary share | $ 0 | $ 0.12 |
INITIAL PUBLIC OFFERING (Deta_2
INITIAL PUBLIC OFFERING (Details) - ITHAX ACQUISITION CORP. | Feb. 01, 2021 $ / shares shares |
Initial Public Offering | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units sold | 24,150,000 |
Purchase price, per unit | $ / shares | $ 10 |
Initial Public Offering | Public Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares in a unit | 1 |
Number of shares issuable per warrant | 1 |
Exercise price of warrants | $ / shares | $ 11.50 |
Over-allotment option | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units sold | 3,150,000 |
Purchase price, per unit | $ / shares | $ 10 |
PRIVATE PLACEMENT (Details)_2
PRIVATE PLACEMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | |
ITHAX ACQUISITION CORP. | |||
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 6,750,000 | $ 6,750,000 | |
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 6,750,000 | ||
Private Placement | ITHAX ACQUISITION CORP. | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 675,000 | 675,000 | 675,000 |
Price of warrants | $ 10 | $ 10 | |
Aggregate purchase price | $ 6,750,000 | $ 6,750,000 | |
Number of shares per warrant | 1 | 1 | |
Exercise price of warrant | $ 11.50 | $ 11.50 | |
Private Placement | ITHAX ACQUISITION CORP. | Sponsor | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 465,000 | 465,000 | |
Private Placement | ITHAX ACQUISITION CORP. | Cantor | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 210,000 | 210,000 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - ITHAX ACQUISITION CORP. | 3 Months Ended | |||||||||
Dec. 20, 2021 D $ / shares | Oct. 28, 2021 USD ($) shares | Jan. 27, 2021 D $ / shares shares | Oct. 28, 2020 shares | Oct. 16, 2020 shares | Oct. 06, 2020 USD ($) shares | Dec. 31, 2020 USD ($) | Mar. 31, 2022 shares | Dec. 31, 2021 shares | Oct. 26, 2021 director shares | |
Related Party Transaction [Line Items] | ||||||||||
Aggregate purchase price | $ | $ 25,000 | |||||||||
Shares subject to forfeiture | 787,500 | 787,500 | ||||||||
Sponsor | Class A Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Restrictions on transfer period of time after business combination completion | 6 months | |||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 90 days | |||||||||
Founder Shares | Class A Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | 4,000,000 | |||||||||
Aggregate purchase price | $ | $ 4,000,000 | |||||||||
Aggregate number of shares owned | 10,000 | 10,000 | ||||||||
Founder Shares | Director | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | 10,000 | 10,000 | ||||||||
Founder Shares | Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | 20,000 | |||||||||
Number of shares received by each directors | 41,250 | 41,250 | 10,000 | 10,000 | ||||||
Founder Shares | Sponsor | Class B Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consideration received | $ | $ 25,000 | |||||||||
Number of shares issued | 5,031,250 | |||||||||
Share dividend | 0.2 | |||||||||
Aggregate number of shares owned | 6,037,500 | |||||||||
Shares subject to forfeiture | 787,500 | |||||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | |||||||||
Restrictions on transfer period of time after business combination completion | 6 months | |||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||||
Founder Shares | Sponsor | Director | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Numbers of members of the board of directors | director | 2 |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Feb. 01, 2021 | Jan. 27, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 06, 2020 | |
Related Party Transaction [Line Items] | ||||||||
Repayment of promissory note - related party | $ 6,784,000 | |||||||
ITHAX ACQUISITION CORP. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Repayment of promissory note - related party | $ 88,264 | $ 88,264 | ||||||
Promissory Note with Related Party | ITHAX ACQUISITION CORP. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||||
Repayment of promissory note - related party | $ 88,264 | |||||||
Administrative Support Agreement | ITHAX ACQUISITION CORP. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses per month | $ 10,000 | |||||||
Expenses incurred and paid | $ 30,000 | $ 20,000 | $ 0 | 110,000 | ||||
Related Party Loans | ITHAX ACQUISITION CORP. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | ||||||
Related Party Loans | ITHAX ACQUISITION CORP. | Working capital loans warrant | ||||||||
Related Party Transaction [Line Items] | ||||||||
Price of warrant | $ 10 | $ 10 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Apr. 21, 2022 D $ / shares | Feb. 01, 2022 USD ($) | Jan. 24, 2022 USD ($) | Dec. 20, 2021 USD ($) D $ / shares shares | Dec. 15, 2021 USD ($) | Oct. 04, 2021 USD ($) | Mar. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Feb. 01, 2021 USD ($) $ / shares | Jan. 27, 2021 item | Dec. 31, 2020 $ / shares | |
Other Commitments [Line Items] | |||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Class A Common Stock | |||||||||||
Other Commitments [Line Items] | |||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | |||||||||
ITHAX ACQUISITION CORP. | |||||||||||
Other Commitments [Line Items] | |||||||||||
Maximum number of demands for registration of securities | item | 3 | ||||||||||
Deferred underwriting fees payable | $ 9,082,500 | $ 9,082,500 | $ 9,082,500 | ||||||||
Condition for future business combination threshold Percentage Ownership | 50 | 50 | |||||||||
Legal fees | $ 1,941,000 | $ 1,100,000 | |||||||||
ITHAX ACQUISITION CORP. | Capital market advisement services and investment banking services | |||||||||||
Other Commitments [Line Items] | |||||||||||
Percentage of contingent fee on gross proceeds | 7% | ||||||||||
Contingent fee cap value | $ 3,500,000 | ||||||||||
ITHAX ACQUISITION CORP. | Capital market advisement services | |||||||||||
Other Commitments [Line Items] | |||||||||||
Contingent fee | $ 1,000,000 | ||||||||||
ITHAX ACQUISITION CORP. | Investment banking services | |||||||||||
Other Commitments [Line Items] | |||||||||||
Proceeds from Issuance of Private Placement | $ 50,000,000 | ||||||||||
Percentage of contingent fee on gross proceeds | 3.50% | ||||||||||
Contingent fee cap value | $ 1,500,000 | ||||||||||
Contingent fee | $ 500,000 | ||||||||||
ITHAX ACQUISITION CORP. | Advisory services | |||||||||||
Other Commitments [Line Items] | |||||||||||
Contingent fee | $ 625,000 | $ 500,000 | |||||||||
ITHAX ACQUISITION CORP. | Insurance services | |||||||||||
Other Commitments [Line Items] | |||||||||||
Insurance run off premium | $ 1,100,000 | ||||||||||
ITHAX ACQUISITION CORP. | Subsequent Event | |||||||||||
Other Commitments [Line Items] | |||||||||||
Restrictions On Transfer Period Of Time After Business Combination Completion | 6 months | ||||||||||
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Stock Price Trigger | $ / shares | $ 12 | ||||||||||
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Threshold Trading Days | D | 20 | ||||||||||
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Threshold Consecutive Trading Days | D | 30 | ||||||||||
Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences | 90 days | ||||||||||
Contingent fee | 625,000 | 500,000 | |||||||||
ITHAX ACQUISITION CORP. | Subsequent Event | Advisory services | |||||||||||
Other Commitments [Line Items] | |||||||||||
Contingent fee | $ 625,000 | $ 500,000 | |||||||||
ITHAX ACQUISITION CORP. | Sponsor | |||||||||||
Other Commitments [Line Items] | |||||||||||
Cash Held By The Company | $ 150,000,000 | ||||||||||
ITHAX ACQUISITION CORP. | Class A Common Stock | |||||||||||
Other Commitments [Line Items] | |||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | ||||||||||
Earn out issue | shares | 9,000,000 | ||||||||||
Earn out vesting period | 4 years | ||||||||||
ITHAX ACQUISITION CORP. | Class A Common Stock | Sponsor | |||||||||||
Other Commitments [Line Items] | |||||||||||
Restrictions On Transfer Period Of Time After Business Combination Completion | 6 months | ||||||||||
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Stock Price Trigger | $ / shares | $ 12 | ||||||||||
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Threshold Trading Days | D | 20 | ||||||||||
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Threshold Consecutive Trading Days | D | 30 | ||||||||||
Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences | 90 days | ||||||||||
Condition for future business combination threshold Percentage Ownership | 50 | ||||||||||
ITHAX ACQUISITION CORP. | Class B Common Stock | |||||||||||
Other Commitments [Line Items] | |||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
ITHAX ACQUISITION CORP. | Class B Common Stock | Sponsor | |||||||||||
Other Commitments [Line Items] | |||||||||||
Number of shares forfeiture and surrender | shares | 603,750 | ||||||||||
Over-allotment option | ITHAX ACQUISITION CORP. | |||||||||||
Other Commitments [Line Items] | |||||||||||
Deferred fee | 6% | 6% | |||||||||
Deferred underwriting fees payable | $ 1,732,500 | $ 1,732,500 | |||||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||||||
Initial Public Offering | ITHAX ACQUISITION CORP. | |||||||||||
Other Commitments [Line Items] | |||||||||||
Deferred fee | 3.50% | 3.50% | |||||||||
Initial units sold in the IPO | shares | 21,000,000 | 21,000,000 | |||||||||
Deferred underwriting fees payable | $ 7,350,000 | $ 7,350,000 | |||||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||||||
Private Placement | ITHAX ACQUISITION CORP. | Class A Common Stock | |||||||||||
Other Commitments [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | shares | 5,000,000 | ||||||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||||||
Proceeds from Issuance of Private Placement | $ 50,000,000,000,000 |
SHAREHOLDERS' EQUITY - Prefer_2
SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) - ITHAX ACQUISITION CORP. - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred shares, shares issued | 0 | 0 | 0 | |
Preferred shares, shares outstanding | 0 | 0 | 0 |
SHAREHOLDERS' EQUITY - Common_2
SHAREHOLDERS' EQUITY - Common Stock Shares (Details) | Mar. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | Dec. 20, 2021 $ / shares | Mar. 31, 2021 $ / shares shares | Dec. 31, 2020 Vote $ / shares shares | Dec. 31, 2019 shares |
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 1,000 | 1,000 | 1,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common shares, shares issued (in shares) | 1 | 1 | 1 | |||
Common shares, shares outstanding (in shares) | 1 | 1 | 1 | |||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares outstanding (in shares) | 1 | 1 | 1 | 1 | 1 | |
Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 1,000 | 1,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Common shares, shares issued (in shares) | 1 | 1 | ||||
Common shares, shares outstanding (in shares) | 1 | 1 | ||||
Class A Common Stock | ITHAX ACQUISITION CORP. | ||||||
Class of Stock [Line Items] | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | |||||
Class A Common Stock | ITHAX ACQUISITION CORP. | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common shares, votes per share | Vote | 1 | 1 | 1 | |||
Common shares, shares issued (in shares) | 675,000 | 675,000 | 0 | |||
Common shares, shares outstanding (in shares) | 675,000 | 0 | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | (675,000) | |||||
Class A Common Stock Subject to Redemption | ITHAX ACQUISITION CORP. | ||||||
Class of Stock [Line Items] | ||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 24,150,000 | 24,150,000 | 0 | |||
Class A Common Stock Subject to Redemption | ITHAX ACQUISITION CORP. | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 24,150,000 | 24,150,000 | ||||
Class A Common Stock Not Subject to Redemption | ITHAX ACQUISITION CORP. | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common shares, shares issued (in shares) | 675,000 | 675,000 | 0 | |||
Common shares, shares outstanding (in shares) | 675,000 | 675,000 | 0 | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 24,150,000 | 24,150,000 | ||||
Class B Common Stock | ITHAX ACQUISITION CORP. | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common shares, shares issued (in shares) | 6,037,500 | 6,037,500 | 6,037,500 | |||
Common shares, shares outstanding (in shares) | 6,037,500 | 6,037,500 | 6,037,500 | |||
Class B Common Stock | ITHAX ACQUISITION CORP. | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common shares, votes per share | Vote | 1 | 1 | ||||
Common shares, shares issued (in shares) | 6,037,500 | 6,037,500 | 6,037,500 | |||
Common shares, shares outstanding (in shares) | 6,037,500 | 6,037,500 | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | (6,037,500) |
WARRANTS (Details)_2
WARRANTS (Details) - ITHAX ACQUISITION CORP. | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 D $ / shares shares | Dec. 31, 2020 shares | Dec. 31, 2021 D $ / shares shares | |
Class of Warrant or Right [Line Items] | |||
Shares subject to forfeiture | shares | 787,500 | 787,500 | |
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Maximum period after business combination in which to file registration statement | 15 days | 15 days | |
Period of time within which registration statement is expected to become effective | 60 days | 60 days | |
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants And Rights Outstanding In Number | shares | 337,500 | 0 | 337,500 |
Restrictions on transfer period of time after business combination completion | 30 days | 30 days | |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants And Rights Outstanding In Number | shares | 12,075,000 | 0 | 12,075,000 |
Warrant exercise period condition one | 30 days | 30 days | |
Public Warrants expiration term | 5 years | 5 years | |
Share Price Trigger Used To Measure Dilution Of Warrant | $ / shares | $ 9.20 | $ 9.20 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | 60 | |
Trading period after business combination used to measure dilution of warrant | 20 | 20 | |
Warrant exercise price adjustment multiple | 115 | 115 | |
Warrant redemption price adjustment multiple | 180 | 180 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant redemption condition minimum share price | $ / shares | $ 18 | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Threshold trading days for redemption of public warrants | 20 | 20 | |
Threshold consecutive trading days for redemption of public warrants | 30 | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 | 3 | |
Redemption period | 30 days | 30 days |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details) - ITHAX ACQUISITION CORP. - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities held in Trust Account | $ 241,608,163 | $ 241,600,623 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 3,972,000 | 6,702,750 |
Level 1 | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | 241,608,163 | 241,600,623 |
Level 1 | Recurring | Private Placement Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 108,000 | 182,250 |
Level 1 | Recurring | Public Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | $ 3,864,000 | 6,520,500 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | $ 182,250 |
FAIR VALUE MEASUREMENTS - Lev_2
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - ITHAX ACQUISITION CORP. | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 $ / shares Y item | Dec. 31, 2021 $ / shares Y item | Feb. 01, 2021 $ / shares Y | |
Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Number of trials to estimate value of warrants | item | 100,000 | 100,000 | |
Public Warrants | Ordinary Share Price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 9.55 | ||
Public Warrants | Exercise Price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 11.50 | ||
Public Warrants | Expected Life (in years) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | Y | 5 | ||
Public Warrants | Risk Free Interest Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0.49 | ||
Public Warrants | Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 19 | ||
Public Warrants | Dividend Yield | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0 | ||
Public Warrants | Redemption Trigger (20 of 30 trading days) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 18 | ||
Private Warrants | Ordinary Share Price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 9.87 | 9.82 | 9.55 |
Private Warrants | Exercise Price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 11.50 | 11.5 | 11.50 |
Private Warrants | Expected Life (in years) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | Y | 5.12 | 5.26 | 5 |
Private Warrants | Risk Free Interest Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 2.5 | 1.3 | 0.49 |
Private Warrants | Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 4.9 | 9.9 | 19 |
Private Warrants | Dividend Yield | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0 | 0 | 0 |
FAIR VALUE MEASUREMENTS - Cha_2
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - ITHAX ACQUISITION CORP. - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Change in fair value | $ (2,730,750) | $ (868,875) | $ (4,720,125) |
Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of January 1, 2021 | 182,250 | 0 | 0 |
Initial measurement on February 1, 2021 | 11,422,875 | ||
Change in fair value | (74,250) | (3,029,625) | |
Transfers to Level 1 | (8,211,000) | ||
Fair value as of September 30, 2021 | 108,000 | 182,250 | |
Public Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Transfers to Level 1 | 8,200,000 | ||
Public Warrants | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of January 1, 2021 | 0 | 0 | |
Initial measurement on February 1, 2021 | 11,109,000 | ||
Change in fair value | (2,898,000) | ||
Transfers to Level 1 | (8,211,000) | ||
Private Placement Warrants | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of January 1, 2021 | 182,250 | $ 0 | 0 |
Initial measurement on February 1, 2021 | 313,875 | ||
Change in fair value | (74,250) | (131,625) | |
Fair value as of September 30, 2021 | $ 108,000 | $ 182,250 |
FAIR VALUE MEASUREMENTS - Add_2
FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Transfer of assets from level 1 to level 2 | $ 0 | $ 0 | |
Transfer of assets from level 2 to level 1 | 0 | 0 | $ 0 |
Transfer of liabilities from level 1 to level 2 | 0 | 0 | 0 |
Transfer of liabilities from level 2 to level 1 | 0 | $ 0 | 0 |
ITHAX ACQUISITION CORP. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Transfer of assets from level 1 to level 2 | 0 | ||
Transfer of assets from level 2 to level 1 | 0 | ||
Transfer of liabilities from level 1 to level 2 | 0 | ||
Transfer of liabilities from level 2 to level 1 | $ 0 | ||
Transfer into level 3 | 0 | ||
Public Warrants | ITHAX ACQUISITION CORP. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of the Public Warrants transferred from a Level 3 | $ 8,200,000 |
SUBSEQUENT EVENTS (Details)_2
SUBSEQUENT EVENTS (Details) - USD ($) | Feb. 01, 2022 | Jan. 24, 2022 |
Subsequent Event | ITHAX ACQUISITION CORP. | ||
Subsequent Event [Line Items] | ||
Contingent fee | $ 625,000 | $ 500,000 |
Condensed Consolidated Balanc_3
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||||
Cash and cash equivalents | $ 16,590 | $ 15,506 | $ 31,425 | ||
Restricted short-term investments | 8,497 | 8,484 | 9,394 | ||
Restricted cash and cash equivalents | 100 | ||||
Accounts receivable, net of allowance of $5,159, and $5,005 as of March 31, 2022 and December 31, 2021, respectively | 17,442 | 10,178 | 5,355 | ||
Contract assets, net of allowance of $1,000 as of March 31, 2022 and December 31, 2021 | 6,504 | 3,935 | 4,420 | ||
Prepaid expenses and other current assets | 5,133 | 2,588 | 2,611 | ||
Total Current Assets | 54,166 | 40,691 | 53,305 | ||
Property and equipment, net | 9,363 | 8,874 | 9,156 | ||
Goodwill | 66,420 | 66,420 | 66,420 | $ 27,277 | |
Intangible assets, net | 62,123 | 63,708 | 71,590 | ||
Loan receivable from related party | 22,181 | 22,054 | 21,547 | ||
Operating lease right-of-use assets | 2,355 | ||||
Other non-current assets | 1,769 | 1,588 | 1,338 | ||
TOTAL ASSETS | 218,377 | 203,335 | 223,356 | ||
Current liabilities | |||||
Accounts payable | 30,011 | 19,529 | 17,414 | ||
Amounts payable to related parties | 1,974 | 716 | 757 | ||
Paycheck Protection Program (PPP) and other government loans, current portion | 477 | 338 | |||
Accrued expenses and other current liabilities | 13,625 | 10,354 | 11,477 | ||
Deferred revenue | 6,406 | 6,450 | 7,265 | ||
Long-term debt, current portion | 13,266 | 11,063 | 8,618 | ||
Total Current Liabilities | 65,759 | 48,450 | 45,531 | ||
Deferred income taxes | 558 | 512 | 328 | ||
Note payable to related party | 194 | 193 | 189 | ||
PPP and other government loans excluding current portion | 1,788 | 1,915 | 4,331 | ||
Long-term debt excluding current portion | 166,111 | 162,170 | 148,027 | ||
Deferred revenue excluding current portion | 13,583 | 14,288 | 16,139 | ||
Operating lease liabilities | 1,774 | ||||
Other long-term liabilities | 2,575 | 2,632 | 356 | ||
TOTAL LIABILITIES | 252,342 | 230,160 | 214,901 | ||
Commitments and contingencies (Note 6) | |||||
Shareholders' (Deficit) Equity | |||||
Additional paid-in capital | 163,545 | 163,465 | 159,529 | ||
Accumulated other comprehensive loss | (502) | (273) | 38 | ||
Accumulated deficit | (197,008) | (190,017) | (151,112) | ||
Total Shareholders' Deficit | (33,965) | (26,825) | $ (3,957) | 8,455 | $ (9,115) |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | $ 218,377 | $ 203,335 | $ 223,356 |
Condensed Consolidated Balanc_4
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | |||
Accounts receivable, allowance | $ 5,159 | $ 5,005 | $ 3,911 |
Contract assets, allowance | $ 1,000 | $ 1,000 | $ 500 |
Common shares, par value, (per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common shares, shares authorized | 1,000 | 1,000 | 1,000 |
Common shares, shares issued | 1 | 1 | 1 |
Common shares, shares outstanding | 1 | 1 | 1 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenues, net | $ 37,653 | $ 13,494 | $ 93,194 | $ 65,796 |
Operating expenses: | ||||
Marketing expenses | 23,171 | 8,242 | 54,611 | 39,501 |
Sales and other expenses, including non-employee stock-based compensation of $6 and $0, respectively | 2,824 | 1,207 | 11,165 | 14,434 |
Personnel expenses, including stock-based compensation of $74 and $0, respectively | 5,572 | 4,135 | 23,422 | 20,658 |
General and administrative expenses | 2,440 | 1,687 | 7,455 | 7,736 |
Information technology expenses | 1,306 | 1,025 | 4,058 | 3,255 |
Provision for doubtful accounts receivable and contract assets | 207 | 835 | 1,874 | 4,655 |
Depreciation and amortization | 2,817 | 3,215 | 12,861 | 11,414 |
Total operating expenses | 38,337 | 20,346 | 115,446 | 101,653 |
Loss from operations | (684) | (6,852) | (22,252) | (35,857) |
Other income (expense): | ||||
Interest income | 127 | 124 | 505 | 508 |
Interest expense | (6,229) | (5,549) | (23,683) | (20,410) |
Gain on forgiveness of PPP loan | 5,868 | |||
Other expense, net | (151) | (9) | 980 | (17) |
Other income, net | (6,253) | (5,434) | (16,330) | (19,919) |
Loss before provision for income taxes | (6,937) | (12,286) | (38,582) | (55,776) |
Provision for income taxes | (54) | (65) | (323) | 14,042 |
Net income (loss) | $ (6,991) | $ (12,351) | $ (38,905) | $ (41,734) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allocated share based compensation | $ 80 | $ 3,936 | $ 15 | |
Sales and other expenses | ||||
Allocated share based compensation | 6 | $ 0 | 16 | 0 |
Personnel expenses | ||||
Allocated share based compensation | $ 74 | $ 0 | $ 3,920 | $ 15 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Consolidated Statements of Comprehensive Loss | ||||
Net income (loss) | $ (6,991) | $ (12,351) | $ (38,905) | $ (41,734) |
Currency translation adjustment | (229) | (61) | (311) | 1 |
Comprehensive loss | $ (7,220) | $ (12,412) | $ (39,216) | $ (41,733) |
Condensed Consolidated Statem_7
Condensed Consolidated Statements of Stockholder's Deficit - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance at beginning (in shares) at Dec. 31, 2019 | 1 | ||||
Balance at the beginning at Dec. 31, 2019 | $ 100,226 | $ 37 | $ (109,378) | $ (9,115) | |
Stock based compensation | 15 | 15 | |||
Currency translation adjustment | 1 | 1 | |||
Net income (loss) | (41,734) | $ (41,734) | |||
Balance at ending (in shares) at Dec. 31, 2020 | 1 | 1 | |||
Balance at the end at Dec. 31, 2020 | 159,529 | 38 | (151,112) | $ 8,455 | |
Balance at ending (in shares) at Dec. 31, 2020 | 1 | 1 | |||
Balance at the end at Dec. 31, 2020 | 159,529 | 38 | (151,112) | $ 8,455 | |
Currency translation adjustment | (61) | (61) | |||
Net income (loss) | (12,351) | (12,351) | |||
Balance at ending (in shares) at Mar. 31, 2021 | 1 | ||||
Balance at the end at Mar. 31, 2021 | 159,529 | (23) | (163,463) | $ (3,957) | |
Balance at beginning (in shares) at Dec. 31, 2020 | 1 | 1 | |||
Balance at the beginning at Dec. 31, 2020 | 159,529 | 38 | (151,112) | $ 8,455 | |
Stock based compensation | 3,936 | 3,936 | |||
Currency translation adjustment | (311) | (311) | |||
Net income (loss) | (38,905) | $ (38,905) | |||
Balance at ending (in shares) at Dec. 31, 2021 | 1 | 1 | |||
Balance at the end at Dec. 31, 2021 | 163,465 | (273) | (190,017) | $ (26,825) | |
Stock based compensation | 80 | 80 | |||
Currency translation adjustment | (229) | (229) | |||
Net income (loss) | (6,991) | $ (6,991) | |||
Balance at ending (in shares) at Mar. 31, 2022 | 1 | 1 | |||
Balance at the end at Mar. 31, 2022 | $ 163,545 | $ (502) | $ (197,008) | $ (33,965) |
Condensed Consolidated Statem_8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net income | $ (6,991) | $ (12,351) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 2,817 | 3,215 |
Deferred taxes | 46 | 46 |
Provision for doubtful accounts receivable and contract assets | 207 | 835 |
Stock-based compensation | 80 | |
Amortization of loan origination fees | 551 | 437 |
Payment in kind interest expense | 5,722 | 5,220 |
Change in the estimated fair value of earn-out consideration | (165) | (208) |
Changes in operating assets and liabilities | ||
Accounts receivable | (7,471) | (2,284) |
Contract assets | (2,569) | 2,160 |
Prepaid expenses and other current assets | (2,303) | (24) |
Operating lease right-of-use assets | (156) | |
Other non-current assets | (308) | (237) |
Amounts payable to related parties, current portion | 1,258 | (244) |
Accounts payable | 10,482 | 2,357 |
Accrued expenses and other current liabilities | 2,707 | (139) |
Deferred revenue | (749) | (812) |
Operating lease liabilities | 248 | |
Other long term liabilities | 12 | |
Net cash used in operating activities | 3,418 | (2,028) |
Cash flows from investing activities | ||
Capital expenditure | (1,721) | (1,187) |
Net cash used in investing activities | (1,721) | (1,187) |
Cash flows from financing activities | ||
Repayments of long-term debt | (42) | |
Repayment of short-term debt | (129) | (191) |
Proceeds from PPP and other government loans | 3,577 | |
Payment of deferred offering costs | (255) | |
Net cash provided by financing activities | (384) | 3,344 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (229) | (61) |
Net Change in Cash | 1,084 | 68 |
Cash - Beginning | 15,506 | 31,525 |
Cash - Ending | 16,590 | 31,593 |
Supplemental cash flow information: | ||
Cash paid for interest | $ 4 | $ 51 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
NATURE OF OPERATIONS | ||
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Mondee Holdings II, Inc., a wholly owned subsidiary of Mondee Holdings, LLC (“Holdings”, “Parent”), is a Delaware corporation formed on April 25, 2012. We refer to Mondee Holdings II, Inc. and its subsidiaries collectively as “Mondee,” the “Company,” “us,” “we” and “our” in these condensed consolidated financial statements. Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. Mondee provides state-of-the art technologies, operating systems and services that modernize travel market transactions to better serve travelers seeking enhanced life-style choices directly or through travel affiliates. These technology- led platforms, combined with Mondee’s distribution network, access to global travel inventory and its extensive, negotiated travel content, create a modern travel marketplace. The Company believes this modern travel marketplace provides enhanced options to the increasingly discerning traveler, on efficient consumer- friendly distribution platforms that support its travel supplier partners in utilizing highly perishable travel inventory. In addition to the rapid development of a modern travel marketplace, Mondee is increasingly focused on expanding its marketplace to the gig economy segment of the travel market. The Company believes gig workers are seeking more flexible, diverse content travel services and that its platform is well suited to serve them. The Company also offers a new subscription incentive-based behavioral change platform that is designed to be user-friendly to make booking business trips rewarding for both the traveler and the corporation. Basis of presentation The condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. The condensed consolidated financial statements as of March 31, 2022 and March 31, 2021 and accompanying notes are unaudited. The condensed consolidated balance sheet as of December 31, 2021, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021, which provide a more complete discussion of the Company’s accounting policies and certain other information. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2022 and the results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The condensed consolidated financial statements include the accounts of the Company and its wholly- owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. There have been no changes in accounting policies during the three months ended March 31, 2022 from those disclosed in the annual consolidated financial statements and related notes for the year ended December 31, 2021, except as described in “Recently Adopted Accounting Pronouncements” below. Special Purpose Acquisition Company In December 2021, the Company entered into an agreement and plans to merge (“the Merger”) with a subsidiary of ITHAX Acquisition Corp. (“ITHAX”), a publicly traded special purpose acquisition company. The Company’s existing shareholders will retain 100% of their equity, which converts to 61.6% ownership of the outstanding shares of the post-combination company at closing, assuming no redemptions by ITHAX’s public shareholders. The transaction is expected to be completed during 2022. However, there can be no assurance as to when or if the closing of the Merger will occur. As a result of the proposed Merger, Mondee Holdings II, Inc. will be the surviving company and it will be renamed as “Mondee Holdings, Inc.” Going concern The Company has prepared its condensed consolidated financial statements assuming that the Company will continue as a going concern. The Company is required to make debt repayments aggregating to $13,743 and $9,742 up to March 31, 2023 and March 31, 2024, respectively. As of March 31, 2022, current liabilities are $65,759 and current assets are $54,166. Given that the Company has historically generated recurring net losses and negative cash flows from operations, it may be unable to make such specified debt repayments from operations when the balance is due. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, as of the date on which these condensed consolidated financial statements were available to be issued, the Company believes that its cash on hand, together with cash generated from sales and available line of credit, as further outlined immediately below, will satisfy its working capital and capital requirements for at least the next twelve months and accordingly, substantial doubt about the Company’s ability to continue as a going concern is alleviated. In December 2021, the Company entered the Merger with ITHAX, see above for further details. Upon the consummation of the Merger, the Company’s future reported cash balance is estimated to increase by $172,000 assuming maximum shareholder redemption of common stock, or $307,000 assuming no redemptions, including up to $70,000 in gross proceeds from the Private Investment in Public Equity (“PIPE”) financing. Further, the Company has $16,590 of un-restricted cash and $15,000 in unused line of credit as of March 31, 2022, and Mondee was able to generate positive cash flow from operating activities in the three month period ending March 31, 2022. Although travel volumes remain materially lower than historic levels, travel trends improved during second half of 2020, and in 2021 and the first quarter of 2022. Management expects this will result in working capital benefits and positive cash flow. It remains difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery. COVID-19 During 2020, the COVID-19 pandemic had severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. The spread of new variants of COVID-19 has caused uncertainty as to when restrictions will be lifted, if additional restrictions may be initiated or reimposed, if there will be permanent changes to travel behavior patterns, and the timing of distribution and administration of COVID-19 vaccines and other medical interventions globally. Overall, the full duration and total impact of COVID-19 remains uncertain, and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward. Even though there have been some improvements in the economic and operating conditions for our business since the outset of the COVID-19 pandemic, we cannot predict the long-term effects of the pandemic on our business or the travel and restaurant industries as a whole. If the travel industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to our operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers. Given the severe downturn in the global travel industry and the financial difficulties faced by many of our travel service providers, customers and marketing affiliates, we have increased our provision for allowance for doubtful accounts on receivables from our travel service providers and marketing affiliates. Moreover, due to the high level of cancellations of existing reservations, we have incurred, and may continue to incur, higher than normal cash outlays on chargebacks for prepaid reservations, including certain situations where we have already transferred the prepayment to the travel service provider. Any material increases in our allowance for doubtful accounts and chargebacks would have a corresponding adverse effect on our results of operations and related cash flows. | 1. NATURE OF OPERATIONS Mondee Holdings II, Inc., a wholly owned subsidiary of Mondee Holdings, LLC (“Holdings”, “Parent”), is a Delaware corporation formed on April 25, 2012. We refer to Mondee Holdings II, Inc. and its subsidiaries collectively as “Mondee,” the “Company,” “us,” “we” and “our” in these consolidated financial statements. Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. Mondee provides state-of-the art technologies, operating systems and services that modernize travel market transactions to better serve travelers seeking enhanced life-style choices directly or through travel affiliates. These technology-led platforms, combined with Mondee’s distribution network, access to global travel inventory and its extensive, negotiated travel content, create a modern travel marketplace. The Company believes this modern travel marketplace provides enhanced options to the increasingly discerning traveler, on efficient consumer- friendly distribution platforms that support its travel supplier partners in utilizing highly perishable travel inventory. In addition to the rapid development of a modern travel marketplace, Mondee is increasingly focused on expanding its marketplace to the gig economy segment of the travel market. The Company believes gig workers are seeking more flexible, diverse content travel services and that its platform is well suited to serve them. The Company also offers a new subscription incentive-based behavioral change platform that is designed to be user-friendly to make booking business trips rewarding for both the traveler and the corporation. Basis of presentation The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Revisions of Previously Issued Financial Statements During the preparation of the consolidated financial statements for year 2021, we identified a misstatement related to the related party disclosure in previously issued financial statements for the years ended December 31, 2020 and December 31, 2019. The previously disclosed related party transaction and balances at year end with respect to affiliate entities were not bifurcated between the three legal entities operating under the same brand name. This misstatement only impacted the footnote disclosure and did not impact previously reported consolidated financial statements. We assessed the materiality of the misstatement and concluded it was not material to the Company’s previously issued consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and that amendments of previously issued financial statements were therefore not required. However, we elected to revise the previously reported amounts in the related party disclosure to bifurcate the transactions for the year ended and balances as at year end between the three legal entities. The revision applies to the previously reported amounts for related party transactions for the year ended December 31, 2020. Special Purpose Acquisition Company In December 2021, the Company entered into an agreement and plans to merge (“the Merger”) with a subsidiary of ITHAX Acquisition Corp. (“ITHAX”), a publicly traded special purpose acquisition company. The Company’s existing shareholders will retain 100% of their equity, which converts to 62.9% ownership of the outstanding shares of the post-combination company at closing, assuming no redemptions by ITHAX’s public shareholders. The transaction is expected to be completed during 2022. However, there can be no assurance as to when or if the closing of the Merger will occur. As a result of the proposed Merger, Mondee Holdings II, Inc. will be the surviving company and it will be renamed as “Mondee Holdings, Inc.” Going concern The Company has prepared its consolidated financial statements assuming that the Company will continue as a going concern. As of December 31, 2021, the Company is required to make debt repayments aggregating to $11,401 and $9,814 in 2022 and 2023, respectively. The Company applied for and received gross proceeds of $3,576 in February 2021 from the second tranches of the PPP loan, of which $1,576 has been forgiven as of December 31, 2021. While the Company currently believes that its use of the remaining PPP loan proceeds will meet the conditions for forgiveness of the PPP loan, it is not guaranteed. As of December 31, 2021, current liabilities are In December 2021, the Company entered the Merger with ITHAX, see above for further details. Upon the consummation of the Merger, the Company’s future reported cash balance is estimated to increase by $150,000 assuming maximum shareholder redemption of common stock, or $267,144 assuming no redemptions, including up to $50,000 in gross proceeds from the Private Investment in Public Equity (“PIPE”) financing. Further, the Company has $15,506 of un-restricted cash and $15,000 in unused line of credit as of December 31, 2021. Although travel volumes remain materially lower than historic levels, travel trends improved during the second half of 2020, and in 2021. Management expects this would result in working capital benefits and positive cash flow more akin to typical historical trends. It remains difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery. COVID-19 During 2020, the COVID-19 pandemic has severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. The spread of new variants of COVID-19 has caused uncertainty as to when restrictions will be lifted, if additional restrictions may be initiated or reimposed, if there will be permanent changes to travel behavior patterns, and the timing of distribution and administration of COVID-19 vaccines and other medical interventions globally. Overall, the full duration and total impact of COVID-19 remains uncertain, and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward. Even though there have been some improvements in the economic and operating conditions for our business since the outset of the COVID-19 pandemic, we cannot predict the long-term effects of the pandemic on its business or the travel and restaurant industries as a whole. If the travel industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to our operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers. Given the severe downturn in the global travel industry and the financial difficulties faced by many of our travel service providers, customers and marketing affiliates, we have increased our provision for allowance for doubtful accounts on receivables from our travel service providers and marketing affiliates. Moreover, due to the high level of cancellations of existing reservations, we have incurred, and may continue to incur, higher than normal cash outlays on chargebacks for prepaid reservations, including certain situations where we have already transferred the prepayment to the travel service provider. Any material increases in our allowance for doubtful accounts and chargebacks would have a corresponding adverse effect on our results of operations and related cash flows. |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Other than policies noted below, there have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020. Use of estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, the determination of the incremental borrowing rate used for operating lease liabilities, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long-lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. Certain risks and concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company does not consider there to be significant concentration of credit risk relating to accounts receivable. The Company’s cash and cash equivalents and restricted cash are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. 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 and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. Deferred offering costs Deferred offering costs, which consist of direct incremental legal, consulting, and accounting fees and printer costs relating to an anticipated public offering, are capitalized and will be offset against proceeds upon the consummation of the offering. In the event the offering is terminated, the deferred offering costs will be expensed. As of March 31, 2022 the Company had $2,255 of deferred offering costs in prepaid expenses and other currents assets on the condensed consolidated balance sheets. No amounts were capitalized as of December 31, 2021. Recently adopted accounting pronouncements On January 1, 2022, the Company adopted FASB ASU No. 2016-02, Leases (Topic 842), which requires recognition of right-of-use (“ROU”) assets and lease liabilities for most leases on the Company’s condensed consolidated balance sheet. The Company adopted Topic 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11. As a result, the Company was not required to adjust its comparative periods’ financial information for effects of the standard or make the new required lease disclosures for the periods before the date of adoption (i.e., January 1, 2022). The Company elected the package of practical expedients which allowed the Company not to reassess (1) whether existing or expired contracts, as of the adoption date, contain leases, (2) the lease classification for existing leases, and (3) whether existing initial direct costs meet the new definition. The Company also elected the practical expedient to not separate lease and non-lease components for its facility leases. The Company notes that adopting the new standard resulted in recording a lease liability and right- of-use asset associated with the Company’s facility lease agreement totaling $2,282 and $2,200, respectively as of January 1, 2022. Recent accounting pronouncements not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for public and private companies’ fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and December 15, 2022, respectively. The Company is currently evaluating the impact on the Company’s condensed consolidated financial statements. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long- lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. Cash, cash equivalents, restricted cash, and restricted short-term investments We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and various deposit accounts. We record certificate of deposits (“CDs”) with original maturities greater than three months as short-term investments on the consolidated balance sheets. These investments are held to maturity and recorded at amortized cost basis. We have entered into agreements with financial institutions to extend letters of credit to certain airlines and the Airlines Reporting Corporation (“ARC”). These letters of credit are extended to secure payment for the potential purchase of airline tickets in the ordinary course of business. We have placed short-term certificates of deposits and investment in money market funds with financial institutions as collateral under these arrangements and accordingly they have been presented as ‘restricted short-term investments’ and ‘restricted cash and cash equivalents’, respectively, on the consolidated balance sheets. The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows: As of December 31, 2021 2020 Cash and cash equivalents $ 15,506 $ 31,425 Restricted cash — 100 $ 15,506 $ 31,525 Accounts receivable and allowance for doubtful accounts Accounts receivable from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. The allowance for doubtful accounts and contract assets was estimated based on historical experience, aging of the receivable, credit quality of the customers, economic trends and other factors that may affect our ability to collect from customers. Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis using mid-month convention over the estimated useful lives of the related assets. Repairs and maintenance expenditures are expensed as incurred. Leasehold improvements are amortized over the shorter of the useful life or lease term. Our property and equipment are assigned the following useful lives: Useful Lives Computer equipment 3 – 7 years Furniture and office equipment 5 – 7 years Capitalized software 3 years Website and internal-use software development costs Acquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements which is considered to be three years. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. Business combination The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in our consolidated statements of operations. Identifiable assets (including intangible assets) and liabilities assumed (including contingent liabilities) are measured initially at their fair values at the acquisition date. We recognize goodwill if the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires us to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. Our estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. We include the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. Our acquisitions include an earn-out consideration as part of the purchase price that is classified as a liability. The fair value of the earn-out consideration is estimated as of the acquisition date based on our estimates and assumptions, including valuations that utilize customary valuation procedures and technique. The fair value measurement includes inputs that are Level 3 measurement (unobservable inputs in which little or no market data exists). Should actual results increase or decrease as compared to the assumption used in our analysis, the fair value of the earn-out consideration obligations will increase or decrease, as applicable. Changes in the fair value of the earn-out consideration are recorded within operating expenses. Recoverability of goodwill and indefinite-lived intangible assets Goodwill is not subject to amortization and is tested annually or more when events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we typically perform our qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the goodwill is more likely than not impaired. If a quantitative assessment is made we compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit’s carrying amount over its fair value. We generally base our measurement of fair value of reporting units, on a blended analysis of the present value of future discounted cash flows and market valuation approach. The discounted cash flows model indicates the fair value of the reporting units based on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: our weighted average cost of capital; long-term rate of growth and profitability of our business; and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison of the Company to comparable publicly traded firms in similar lines of business. Our significant estimates in the market approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting units. We believe the weighted use of discounted cash flows and market approach is the best method for determining the fair value of our reporting units because these are the most common valuation methodologies used within the travel and internet industries; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis. In our evaluation of our indefinite-lived intangible assets, we typically first perform a qualitative assessment prior to performing the quantitative analysis, to determine whether the fair value of the indefinite- lived intangible asset is more likely than not impaired. An impairment charge is recorded for the excess of the carrying value of indefinite-lived intangible assets over their fair value, if necessary. We base our measurement of fair value of indefinite-lived intangible assets, which consist of trade name, using the relief- from-royalty method. This method assumes that the trade name has value to the extent that its owner is relieved of the obligation to pay royalties for the benefits received from them. Intangible assets Intangible assets are amortized over the period of estimated benefit using the straight-line method, as the consumption pattern of the asset is not apparent. No significant residual value is estimated for intangible assets. Amortization Period Covenants not to compete 5 years Trade name with definite life 20 years Acquired technology 10 years Customer relationships 5 – 10 years Supplier relationships 15 years Developed technology 5 – 10 years Recoverability of intangible assets with definite lives and other long-lived assets Intangible assets with definite lives and other long-lived assets are carried at cost and are amortized on a straight-line basis over their estimated useful lives of one property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we will assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value. Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell. Revenue recognition Our revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel suppliers through our platforms. These services are primarily related to reservation of airline tickets. It also includes, to a lesser extent, services related to reservation of hotel accommodation, rental car, travel insurance and other travel products and services. While we generally refer to a consumer that books travel reservation services on our platforms as our customer, for accounting purposes; our customers are the travel suppliers. Our contracts with travel suppliers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to us. Therefore, we are an agent in a transaction and our revenues are presented on a net basis (that is, the amount billed to a traveler less the amount paid to a travel supplier) in the consolidated statements of operations. Our revenue is earned through service fees, margins and commissions. We earn incentives from airline companies which are recognized based on the achievement of targets set by contract, that mainly relate to the amount of airline ticket bookings that have been flown, and consequently are not subject to cancellation. We also receive incentives from our Global Distribution System (“GDS”) service providers based on the volume of segment bookings mediated by us through the GDS systems. In addition to the above travel-related revenue, we also generate revenue from incentives received from credit card companies for ancillary services based on the volume of transaction amount processed by us. Revenue from service fee, margin and commission on sale of airline tickets is recognized when the traveler books the airline ticket as the performance obligation is satisfied by us on issuance of an airline ticket to the traveler. Revenue is recorded net of cancellation, refunds and chargebacks. In the event of cancellation of airline tickets, revenue recognized in respect of commissions and margins earned by us on such tickets is reversed and is netted off from the revenue earned during the fiscal period at the time the cancellation is made by the customers. Revenue from commission and margin on other travel products and services is recognized when the traveler completes the reservation as our performance obligation is satisfied at that point. Revenue relating to contracts with travel suppliers which include incentive payments from airline companies and GDS are accounted for as variable consideration when the amount of revenue to be recognized can be estimated to the extent that it is probable that a significant reversal of any incremental revenue will not occur. This revenue is recognized net off cancellations, refunds and shortfall penalty fees, as applicable, at a time when performance targets are achieved. When an airline ticket is purchased, there is a risk of customer chargebacks including those related to fraud. We record estimates for chargebacks of our fees or margin or commission earned upon sale of airline tickets as variable consideration. We record estimates for losses related to chargebacks of the cost of tickets as an operating expense classified within sales and other expense. Reserves are recorded based on our assessment of various factors, including the amounts of actual chargeback activity during the current year. Our ‘Rocketrip’ platform offers a corporate travel cost savings solution through its technology platform. We generate subscription and set-up revenue from customers who are provided access to our platform as software-as-a-service. Revenue is recognized over the term of the contract. ‘Tripplanet’ is an end-to-end business travel platform for small to medium sized businesses, membership organizations, associations, educational institutions, and NGOs. The platform combines Mondee’s global content hub, marketplace, and conversational commerce engine to provide organizations discounted rates for airfare, hotels, and cars using our private platform. Individuals within these organizations can also utilize the platform for leisure travel. The platform is set up as a subscription base service where revenue is recognized over the term of the contract. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied. ‘Unpub’ provides consumer groups access to a subscription based private membership travel platform where they can purchase flights, reserve hotel rooms and rental cars, and receive member benefits. Revenue related to the subscription platform is recorded over the contract period. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied. Sales and other expenses Sales and other expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations, fraud protection services and other services; (3) customer relations costs and (4) customer chargeback provisions. Personnel expenses Personnel expenses consist of compensation to the Company’s personnel, including salaries, stock- based compensation, bonuses, payroll taxes and employee health and other benefits. Marketing expenses We report advertising and affiliate marketing costs under “Marketing expenses” in the consolidated statements of operations. Advertising costs are expensed as incurred. These costs primarily consist of direct costs from search engines and internet portals, television, radio and print spending, private label, public relations, and other costs. The Company incurred advertising expenses of approximately $16,595 and $11,455 during the years ended December 31, 2021, and 2020, respectively. The Company makes use of affiliate marketing to promote airline ticket sales and generate bookings through its websites and platform. The platform provides affiliates with technology and access to a wide range of products and services. The Company pays commission to third party affiliates for the bookings originated through the Company’s websites and platform based on targeted merchandising and promotional strategies implemented by the Company from time to time. Information technology Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and web hosting costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company’s services. Debt issuance costs and debt discounts Debt issuance costs include costs incurred in connection with the issuance of debt, which are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability and are amortized over the term of the debt to interest expense. Debt issuance costs of the revolving credit facility are amortized on a straight-line basis, while all other debt issuance costs are amortized using the effective interest method. Debt discounts incurred in connection with the issuance of debt have been reported as a direct deduction to the carrying value of debt and are being amortized to interest expense using the effective interest method. Amortization of debt issuance costs and debt discounts included in interest expense was Stock-based compensation The Company’s employees and independent consultants participate in Parent’s stock-based compensation plans. Stock-based compensation expense has been allocated by the Company based on the awards and terms granted to the Company’s employees and independent consultants. The fair value of awards in the Parent issued to the Company’s employees are treated as capital contributions and the associated stock-based compensation expense are expensed on the Company’s Statements of Operations. The Company accounts for stock-based awards in accordance with ASC 718, Compensation — Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values. The Company uses the estimated grant date calculated fair value method of accounting for all share based payment awards. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of four years. The Company estimates the fair value of awards using the Black-Scholes option pricing model. The model requires management to make a number of assumptions including expected volatility, expected term, risk free interest rate and expected dividends. The fair value of the awards is expensed over the related service period which is typically the vesting period. Equity based compensation expense is based on awards that are expected to vest. The Company accounts for forfeitures as they occur. The Company evaluates the assumptions used to value its share based awards on an annual basis. Employee benefits Contributions to defined contribution plans are charged to the consolidated statements of operations in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are recognized in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recognized as a component of net periodic cost. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions. These assumptions may not be within the control of the Company and accordingly it is reasonably possible that these assumptions could change in future periods. The Company reports the net periodic cost under personnel expenses on the consolidated statement of operations. The Company recognizes its liabilities for compensated absences depending on whether the obligation is attributable to employee services already rendered, rights to compensated absences vest or accumulate and payment is probable and estimable. Income taxes The Company is subject to payment of federal and state income taxes in the U.S. and other forms of income taxes in other jurisdictions. Consequently, the Company determines its consolidated provision for income taxes based on tax obligations incurred using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, the Company believes it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company evaluates uncertain tax positions to determine if it is more likely than not that they would be sustained upon examination. The Company records a liability when such uncertainties fail to meet the more likely than not threshold. A US shareholder is subject to current tax on “global intangible low-taxed income” (GILTI) of its controlled foreign corporations (CFCs). The Company is subject to tax under GILTI provisions and includes its CFCs income in its US income tax provision in the period the CFCs earn the income. Foreign currency translation The assets and liabilities of subsidiaries whose functional currency is other than the U.S. dollar are translated at the period end rate of exchange. Consolidated statements of operations items are translated at the average rates prevailing during the period. The resulting translation adjustment is recorded as a component of accumulated other comprehensive income (loss) and is included in consolidated statements of stockholder’s equity (deficit). Foreign currency transactions Transactions in foreign currencies are translated into the functional currency at the rates of exchange prevailing at the date of the transaction. Monetary items denominated in foreign currency remaining unsettled at the end of the year are translated at the closing rates as of the last day of the year. Gains or losses, if any, on account of exchange difference either on settlement or translation are recognized in consolidated statements of operations. Foreign currency transaction gains and losses will be included in “Other income (expense), net” in the Company’s consolidated statements of operations. Comprehensive loss Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss includes gains and losses on foreign currency translation. Segment reporting We identify a business as an operating segment if: i) it engages in business activities from which it may earn revenues and incur expenses; ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer (‘CEO’), to make decisions about resources to be allocated to the segment and assess its performance; and iii) it has available discrete financial information. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. Operating segments are aggregated into a reportable segment if the operating segments are determined to have similar economic characteristics and if the operating segments are similar in the following areas: i) nature of products and services; ii) nature of production processes; iii) type or class of customer for their products and services; iv) methods used to distribute the products or provide services; and v) if applicable, the nature of the regulatory environment. We have two operating segments: ‘Travel Marketplace’ and ‘SAAS Platform’. The Travel Marketplace segment (transactional business serving the end travelers directly or through travel affiliates) primarily consists of selling airline tickets through our proprietary platform. The SAAS Platform segment offers corporate travel cost savings solutions through its own technology platform. Our operating segments are also our reportable segments. See Note 14 for segment information. Fair value measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: ● Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. ● Level 2 — Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets, but corroborated by market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. Certain risks and concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. The Company does not consider there to be significant concentration of credit risk relating to accounts receivables. The Company’s cash and cash equivalents and restricted cash are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprise of amounts due from affiliates, airline companies and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. Contingent liabilities Loss contingencies arise from claims and assessments and pending or threatened litigation that may be brought against the Company by individuals, governments, or other entities. Based on the Company’s assessment of loss contingencies at each consolidated balance sheet date, a loss is recorded in the consolidated financial statements if it is probable that an asset has been impaired, or liability has been incurred and the amount of the loss can be reasonably estimated. If the amount cannot be reasonably estimated, we disclose information about the contingency in the consolidated financial statements. We also disclose information in the consolidated financial statements about reasonably possible loss contingencies. The Company will review the developments in the contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed. The Company will adjust provisions and changes to its disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of loss. These estimates have been base |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | ||
FAIR VALUE MEASUREMENT | 3. FAIR VALUE MEASUREMENT The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table sets forth the Company’s financial liabilities that were measured at fair value, on a recurring basis: March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Earn-out consideration (1) — $ — $ 762 $ 762 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Earn-out consideration (1) $ — $ — $ 597 $ 597 (1) The earn-out consideration represents arrangements to pay the former owners of LBF, acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and three month ended March 31, 2022. As of March 31, 2022, there was no payment given the Company did not meet the EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) threshold required. Earn-out consideration is included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. For Level 3 earn-out consideration, the Company assesses the fair value of expected earn-out consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earn-out consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earn- out. The earn-out consideration is included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. Change in the fair value of earn-out consideration is reflected in our condensed consolidated statements of operations. Changes to the unobservable inputs do not have a material impact on the Company’s condensed consolidated financial statements. Rollforward of Level 3 Recurring Fair Value Measurements The following table summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3): March 31, March 31, 2022 2021 Balance, beginning of period $ 597 $ 332 Change in the estimated fair value of earn-out consideration 165 208 Balance, end of period $ 762 $ 540 The fair value of Company’s short term financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated their carrying values as of March 31, 2022 and December 31, 2021, due to their short-term nature. The Company’s restricted short-term investments are certificate of deposits held at banks and it is management’s intent to hold to maturity. As such, the Company records restricted short-term investments and long-term debt due from related parties on an amortized cost basis. There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the three-month period ended March 31, 2022 and for the year ended December 31, 2021. Assets Measured at Fair Value on a Nonrecurring Basis Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur. As of March 31, 2022 and March 31, 2021 the Company has not recorded any impairment charges on non-financial assets. | 3. FAIR VALUE MEASUREMENT The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis: December 31, 2021 Level 1 Level 2 Level 3 Total Assets Restricted cash and cash equivalents (1) — — — — Total assets $ — $ — $ — $ — Liabilities Earn-out consideration (2) — $ — $ 597 $ 597 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Restricted cash and cash equivalents (1) 100 — — 100 Total assets $ 100 $ — $ — $ 100 Liabilities Earn-out consideration (2) $ — $ — $ 332 $ 332 (1) Includes money market funds that are highly liquid investments with maturity periods of three months or less. (2) The earn-out consideration represents arrangements to pay the former owners of LBF, acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and 2022. Earn-out consideration is included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. For Level 3 earn-out consideration, the Company assesses the fair value of expected earn-out consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earn-out consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earn- out. The earn-out consideration is included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. Change in the fair value of earn-out consideration is reflected in our consolidated statements of operations. Changes to the unobservable inputs do not have a material impact on the Company’s consolidated financial statements. Rollforward of Level 3 Recurring Fair Value Measurements The following table summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (in thousand): For the Year Ended December 31, 2021 2020 Balance, beginning of year $ 332 $ 398 Change in the estimated fair value of earn-out consideration 265 (66) Balance, end of year $ 597 $ 332 The fair value of Company’s short term financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated their carrying values as of December 31, 2021, and 2020, due to their short-term nature. The Company records restricted short-term investments and long-term debt due from related parties on an amortized cost basis. There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the years ended December 31, 2021 and 2020. Assets Measured at Fair Value on a Nonrecurring Basis Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur. As of December 31, 2021 and 2020 the Company has not recorded any impairment chargers on non-financial assets. |
REVENUE
REVENUE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
REVENUE | ||
REVENUE | 4. REVENUE Disaggregation of revenue The Company believes that the disaggregation based on the reportable segments best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other factors. As described below in Note 10, the Company has two reportable segments, Travel Marketplace and SAAS Platform. Three Months Ended March 31, 2022 2021 Revenue from Travel Marketplace $ 37,361 $ 13,150 Revenue from SAAS Platform 292 344 $ 37,653 $ 13,494 Contract balances The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, contract assets and contract liabilities on the condensed consolidated balance sheets. Contract assets include unbilled amounts resulting from contracts in which revenue is estimated and accrued based upon measurable performance targets defined at contract inception. Contract liabilities, discussed below, are referenced as “deferred revenue” on the condensed consolidated balance sheets and disclosures. Cash received that are contingent upon the satisfaction of performance obligations are accounted for as deferred revenue. Deferred revenue primarily relates to advance received from GDS service provider for bookings of airline tickets in future. The opening and closing balances of accounts receivable and deferred revenue are as follows: Accounts Contract Deferred Receivable Asset Revenue Ending Balance as of December 31, 2021 10,178 3,935 (20,738) Increase/(decrease), net 7,264 2,569 749 Ending Balance as of March 31, 2022 $ 17,442 $ 6,504 $ (19,989) As of December 31, 2021, the deferred revenue balance was $20,738, $1,466 of which was recognized as revenue during the three months ended March 31, 2022. | 9. REVENUE Disaggregation of revenue The Company believes that the disaggregation based on the reportable segments best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other factors. As described above in Note 2, the Company has two reportable segments, Travel Marketplace and SAAS Platform. Year ended December 31, 2021 2020 Revenue from Travel Marketplace $ 92,038 $ 65,057 Revenue from SAAS Platform 1,156 739 $ 93,194 $ 65,796 Contract balances The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivables, contract assets and contract liabilities in the consolidated balance sheets. Contract assets include unbilled amounts resulting from contracts in which revenue is estimated and accrued based upon measurable performance targets defined at contract inception. Contract liabilities, discussed below, are referenced as “deferred revenue” on the consolidated balance sheets and related disclosures. Cash received that are contingent upon the satisfaction of performance obligations are accounted for as deferred revenue. Deferred revenue primarily relates to advance received from GDS service provider for bookings of airline tickets in future. The opening and closing balances of accounts receivables and deferred revenue are as follows: Accounts Receivables Contract Asset Deferred Revenue Ending Balance as of December 31, 2019 $ 15,664 $ 23,975 $ (21,386) Increase/(decrease), net (10,309) (19,555) (2,018) Ending Balance as of December 31, 2020 5,355 4,420 (23,404) Increase/(decrease), net 4,823 (485) 2,666 Ending Balance as of December 31, 2021 $ 10,178 $ 3,935 $ (20,738) For the deferred revenue balance, during the year ended December 31, 2021 and 2020, the Company recognized revenue of $2,981 and $3,111 respectively. During the year 2021, the Company amended contracts with certain GDS service providers. Pursuant to these amendments with one of the GDS service providers, the Company has recognized $894 related to agreed waiver of segment shortfall fees under ‘Other income’. As of December 31, 2021, the Company has reclassified a liability with another GDS service provider of $1,111 related to the segment shortfall fee from ‘Accrued expenses’ to ‘Other long-term liabilities’, as the Company expects to fulfil the obligation subject to the amended contract terms and conditions. |
INCOME TAXES
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
INCOME TAXES | 5. INCOME TAXES We have assessed our ability to realize our deferred tax assets and have recorded a valuation allowance against such assets to the extent that, based on the weight of all available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In assessing the likelihood of future realization of our deferred tax assets, we placed significant weight on our history of generating tax losses, including in the first quarter of 2022. As a result, we have a full valuation allowance against our net deferred tax assets. We expect to maintain a full valuation allowance for the foreseeable future. We determine our provision for income taxes for interim periods using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete items. The tax expense arising on account of the tax amortization of an indefinite lived intangible asset and the state minimum taxes is calculated based on the discrete approach. The effective income tax rate was (0.74)% on the pre-tax loss for the three months ended March 31, 2022 and (0.56)% for the three months ended March 31, 2021. The effective tax rate differs from the U.S. statutory rate primarily due to the full valuation allowances on the Company’s net domestic deferred tax assets as it is more likely than not that all of the deferred tax assets will not be realized. | 10. INCOME TAXES The components for loss before income taxes consisted of the following: Year ended December 31, 2021 2020 United States $ (38,396) $ (55,936) International (186) 160 $ (38,582) $ (55,776) The provision for (benefit from) income taxes consisted of the following: Year ended December 31, 2021 2020 Current tax expense: Federal $ — $ (282) State 18 74 International 121 107 139 (101) Deferred Federal 42 (9,513) State 142 (4,422) International — (6) 184 (13,941) Total provision (benefit) for income taxes $ 323 $ (14,042) Components of the Company’s deferred income tax assets and liabilities are as follows: Year ended December 31, 2021 2020 Accrued bonus and vacation $ 308 $ 169 Allowance for doubtful accounts 1,649 1,584 Charity deduction carryover 1 — Deferred rent 12 29 Deferred revenue 5,212 5,771 Accrued expenses 1,256 904 Fixed assets (1,588) (871) Intangible assets (16,533) (17,777) Other 384 429 Inventory 162 51 State tax 7 7 Interest expense limitation 12,328 7,412 Net operating loss 31,901 26,302 Total non-current 35,099 24,010 Valuation allowance (35,611) (24,338) Total net deferred tax liability $ (512) $ (328) The provision for (benefit from) income taxes differ from the amounts computed by applying the U.S. federal income tax rate to income (loss) before income taxes for the following reasons: Year ended December 31, 2021 2020 Federal tax at statutory rate 21.00 % 21.00 % State, net of federal benefit 9.05 9.08 Permanent differences 0.74 (0.45) Prior year payable true ups — 0.44 Adjustment to deferred through goodwill — 25.33 Foreign rate differential (0.23) (0.09) Change in valuation allowance (31.29) (30.14) Other (0.11) 0.02 Effective tax rate (0.84) % 25.19 % As of December 31, 2021, the Company had net operating loss carryforwards for federal and state of approximately $108,530 and $141,368, respectively. As of December 31, 2020, the Company had net operating loss carryforwards for federal and state of approximately $93,335 and $106,873, respectively. The federal net operating losses will begin to expire in 2031, and state net operating losses begin to expire in 2033, if not utilized. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided in the Internal Revenue Code of 1986, as amended (“IRC”), and similar state provisions. Certain tax attributes of the Company were subject to an annual limitation as a result of the change of ownership of the Company in the year 2016 and the acquisition of a few subsidiaries, which constituted a change of ownership as defined under the Internal Revenue Code Section 382. As a result of the analysis, a net operating loss of $16,633 has been lost permanently. For U.S. state tax returns, the Company is generally no longer subject to tax examinations for years prior to 2017. For U.S. federal tax returns, the Company is no longer subject to tax examination for years prior to 2018. Realization of the future tax benefits of the Company’s net deferred tax assets is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. The Company has concluded, based on the weight of available evidence, that its net deferred tax assets will not be fully realized in the future, on a more likely than not basis. Accordingly, a valuation allowance of has been established against the deferred tax assets as of December 31, 2021 and December 31, 2020, respectively. The net valuation allowance increased by The Company has adopted the provisions of FASB’s Accounting Standard Codification Topic 740, Income Taxes, which provides guidance for accounting for uncertainty in tax positions and require that companies recognize a benefit from a tax position in their Consolidated financial statements only if it is more likely than not that the tax position will sustain, upon audit, based on the technical merits of the position. For tax positions that meet the recognition threshold, the Company would record the largest amount of the benefit that is greater than 50 percent likely of being realized upon effective settlement with the taxing authority. As of the year ended December 31, 2021 and December 31, 2020, the Company had no unrecognized tax benefits and does not anticipate any significant change to the unrecognized tax benefit balance. The Company would classify interest and penalties related to uncertain tax positions in income tax expense, if applicable. |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of March 31, 2022 the Company currently has two outstanding legal claims that may have an adverse material impact. Litigation Relating to LBF Acquisition. Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The case remains pending in Federal court. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible amount of any such payments cannot be made. On October 13, 2021, Mondee received a summons from Global Collect Services B.V. (“Ingenico”) to appear in the District Court of Amsterdam with respect to a claim of $548 for past dues and outstanding invoices, fees, plus interest and costs of collection. The Company is in current discussions to settle this lawsuit. Letters of Credit The Company had $6,354 secured letters of credit outstanding as of March 31, 2022. These primarily relate to securing the payment for the potential purchase of airline tickets in the ordinary course of business and are collateralized by term deposits and money market funds The following table presents our material contractual obligations as of March 31, 2022. By Period Total Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years 6,354 6,354 — — — | 11. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of December 31, 2021 the Company currently has two outstanding legal claims that may have an adverse material impact. Litigation Relating to LBF Acquisition. Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The case remains pending in Federal court. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible amount of any such payments cannot be made. On October 13, 2021, Mondee received a summons from Global Collect Services B.V. (“Ingenico”) to appear in the District Court of Amsterdam with respect to a claim of $548 for past dues and outstanding invoices, fees, plus interest and costs of collection. The Company is in current discussions to settle this lawsuit. Operating Leases The Company leases various office premises and facilities under operating leases that expire at various dates through October 2029. Certain of the Company’s operating lease agreements for office space also include rent holidays and scheduled rent escalations during the initial lease term. The Company has recorded the rent holiday as a deferred rent within accrued liabilities and other non-current liabilities on the consolidated balance sheets. The Company recognizes the deferred rent liability and scheduled rent increase on a straight-line basis into rent expense over the lease term commencing on the date the Company takes possession of the lease space. Future minimum lease payments under operating leases are as follows: Year ending December 31, 2022 $ 895 2023 480 2024 400 2025 188 2026 92 Thereafter 134 $ 2,189 Rent expense for the Company’s operating leases is recognized on a straight-line basis over the lease term. Rent expense for the years ended December 31, 2021 and 2020 was $1,485 and $2,293, respectively. Letters of Credit The Company had $7,258 and $7,430 of secured letters of credit outstanding as of December 31, 2021 and December 31, 2020, respectively. These primarily relate to securing the payment for the potential purchase of airline tickets in the ordinary course of business and are collateralized by term deposits and money market funds The following table presents our material contractual obligations as of December 31, 2021. By Period Total Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years $7,258 $ 7,258 $ 0 $ 0 $ 0 $7,258 $ 7,258 $ 0 $ 0 $ 0 |
OPERATING LEASES
OPERATING LEASES | 3 Months Ended |
Mar. 31, 2022 | |
OPERATING LEASES | |
OPERATING LEASES | 7. OPERATING LEASES Prior to the adoption of ASC 842, rent expense on operating leases was recognized on a straight-line basis over the term of the lease. In addition, certain of the Company’s operating lease agreements for office space also include rent holidays and scheduled rent escalations during the initial lease term. The Company recorded the rent holidays as a deferred rent within other liabilities on the condensed consolidated balance sheets. The Company recognized the deferred rent liability and scheduled rent increase on a straight-line basis into rent expense over the lease term commencing on the date the Company took possession of the leased space. The Company leases various office premises and facilities under non-cancelable operating leases that expire at various dates through March 2030. Some of our leases contain one or more options to extend. The Company considers options Operating lease expense for the three months ended March 31, 2022 and 2021 was $300 and $432, respectively. The Company records operating lease expense in the condensed consolidated statement of operation within general and administrative operating expenses. Supplemental balance sheet information as of March 31, 2022 related to operating leases is shown below: As of March 31, 2022 Reported as: $ Assets: Operating lease right of use assets $ 2,355 Liabilities: Accrued expenses and other current liabilities $ 781 Operating lease liabilities, non-current 1,774 Total operating lease liabilities $ 2,555 As of March 31, 2022, the weighted-average remaining lease term and weighted-average discount rate for operating leases is 4.52 years and 11.33% respectively. Supplemental cash flow information as of March 31, 2022 related to operating leases is shown below: For three months ended March 31, 2022 Cash paid within operating cash flows $ 240 Operating lease right-of-use assets recognized in exchange for new operating lease obligations 2,604 As of March 31, 2022, the future minimum lease payments under non-cancelable operating leases are as follows: As of March 31, 2022 2022 (remaining nine months) $ 849 2023 649 2024 553 2025 263 2026 228 Thereafter 819 Total operating lease payments 3,361 Less: Imputed interest (806) Total operating lease liabilities $ 2,555 |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
EMPLOYEE BENEFIT PLAN | ||
EMPLOYEE BENEFIT PLAN | 8. EMPLOYEE BENEFIT PLAN The Company sponsors several 401(k) defined contribution plans covering its employees in the United States of America. A management committee determines matching contributions made by the Company annually. Matching contributions are made in cash and were $0 and $2 during the three months ended March 31, 2022, and the three months March 31, 2021, respectively. The Company’s Gratuity Plan in India (the “India Plan”) provides for a lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. Liabilities with regard to the India Plan are determined by actuarial valuation using the projected unit credit method. Current service costs for these plans are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans are recognized as an expense in the condensed consolidated statement of operations. Components of net periodic benefit costs, were as follows: Three Months Ended March 31, Particulars 2022 2021 Current service cost 21 21 Interest cost 6 5 Net actuarial gain recognized in the period (3) (3) Expenses recognized in the condensed consolidated statement of operations 24 23 The components of actuarial gain on retirement benefits are as follows: Three Months Ended March 31, Particulars 2022 2021 Actuarial gain for the period obligation 3 3 Actuarial (gain)/loss for the period plan assets — — Total Actuarial gain on obligation 3 3 | 12. EMPLOYEE BENEFIT PLAN The Company sponsors several 401(k) defined contribution plans covering its employees in the United States of America. A management committee determines matching contributions made by the Company annually. Matching contributions are made in cash and were $17 and $36 during the years ended December 31, 2021, and 2020, respectively. The Company’s Gratuity Plan in India (the “India Plan”) provides for a lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. Liabilities with regard to the India Plan are determined by actuarial valuation using the projected unit credit method. Current service costs for these plans are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans are recognized as an expense in the consolidated statement of operations. The benefit obligation has been measured as of December 31, 2021, and December 31, 2020. The following table sets forth the activity and the funded status of the Gratuity Plans and the amounts recognized in the Company’s consolidated financial statements at the end of the relevant periods. Particulars As of December 31, 2021 2020 Present value of obligation as at the beginning of the year $ 383 $ 298 Interest cost 25 20 Acquisitions — — Current service cost 90 83 Benefits paid — — Actuarial gain on obligation (46) (12) Effect of exchange rate changes (8) (6) Present value of obligation as at the end of the year $ 444 $ 383 The amounts to be recognized on consolidated balance sheets Particulars As of December 31, 2021 2020 Present value of obligation as at the end of the period $ 444 $ 383 Fair value of plan assets as at the end of the period — — Funded status / (unfunded status) (444) (383) Excess of actual over estimated — — Unrecognized actuarial (gains)/losses — — Net asset/(liability)recognized in consolidated balance sheet $ (444) $ (383) Current portion 12 29 Non-current portion 432 354 Accumulated benefit obligation in excess of plan assets: As of December 31, 2021 2020 Accumulated benefit obligation $ 168 $ 139 Components of net periodic benefit costs, were as follows: Particulars Year ended December 31, 2021 2020 Current service cost $ 90 $ 83 Interest cost 25 20 Net actuarial gain recognized in the period (46) (12) Expenses recognized in the consolidated statement of operations $ 69 $ 91 The components of actuarial loss / (gain) on retirement benefits are as follows: Particulars Year ended December 31, 2021 2020 Actuarial (gain) / loss on arising from change in financial assumption $ (34) $ 30 Actuarial gain on arising from experience adjustment (12) (42) Total Actuarial gain on obligation $ (46) $ (12) The weighted average actuarial assumptions used to determine benefit obligations and net gratuity cost were: Particulars Year ended December 31, 2021 2021 Discount rate 7.06 % 6.55 % Rate of compensation increase 7.00 % 7.00 % The following table summarizes the expected benefit payments for the Company’s Retirement Plan for each of the next five fiscal years and in the aggregate for the five fiscal years thereafter (in thousands): December 31: 2022 $ 18 2023 31 2024 31 2025 54 2026 54 2027 – 2031 364 $ 552 |
RELATED PARTY TRANSACTIONS_2_3
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS A. Related Parties with whom transaction have taken place during the year: a. Mondee Holdings LLC — Parent Company b. Prasad Gundumogula — Chief Executive Officer (“CEO”) c. Metaminds Software Solutions Ltd (“Metaminds Software”) — Affiliate entity d. Metaminds Technologies Pvt Ltd (“Metaminds Technologies”) — Affiliate entity e. Metaminds Global Solutions Inc. (“Metaminds Global”) — Affiliate entity f. Mondee Group LLC — Affiliate entity g. LBF Travel Inc. — Company owned by Key Managerial Person h. Mike Melham — VP of Product Implementation B. Summary of balances due to and from related parties and transactions are as follows: March 31, December 31, Balances as at Year End 2022 2021 Amount payable to related party Metaminds Technologies 196 196 Metaminds Global 537 317 Mondee Group LLC (a) 1,241 203 Loan receivable from Related Party Mondee Group LLC (b) 22,181 22,054 Note Payable to Related Party Note payable to CEO (c) 194 193 Three months ended March 31, Transactions with Related Parties 2022 2021 Offshore IT, sales support and other services from Metaminds Software — 35 Metaminds Technologies 54 58 Metaminds Global 78 39 Offshore software development services from Metaminds Software — 140 Metaminds Technologies 216 234 Metaminds Global 312 154 Interest Income from Mondee Group Loan (b) 127 124 Service fee from Mondee Group LLC (a) 967 — Rent expense – from Mike Melham (d) 17 17 (a) Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC, in exchange for a service fee equal to 10% of the revenue derived from the sale of such airline tickets. Mondee Group, LLC, led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (b) The Company has a secured promissory note receivable from Mondee Group LLC, bearing an interest rate of 2.33 % compounded annually, with a 10-year term, and is secured by 14,708 Class A units in Parent. The note is due the earlier of March 25, 2026, or the occurrence of a change in control event. The note was amended subsequently as explained in note 13. (c) The Company has a note payable to the CEO amounting to $194 and $193 as of March 31, 2022 and December 31, 2021, respectively, and is included in loan payable to related party on the condensed consolidated balance sheets. The loan is collateralized and carries an interest rate of 2% per annum. Principal and interest are due on demand. (d) The Company currently rents two office spaces from Mike Melham, the Company’s VP of Product Implementation. The lease commencement date for both the leases was January 01, 2020. Each lease has a term of five years . The monthly minimum base rents are immaterial . | 13. RELATED PARTY TRANSACTIONS A. Related Parties with whom transaction have taken place during the year: a. Mondee Holdings LLC — Parent Company b. Prasad Gundumogula — Chief Executive Officer (“CEO”) c. Metaminds Software Solutions Ltd (“Metaminds Software”) — Affiliate entity d. Metaminds Technologies Pvt Ltd (“Metaminds Technologies”) — Affiliate entity e. Metaminds Global Solutions Inc. (“Metaminds Global”) — Affiliate entity f. Mondee Group LLC — Affiliate entity g. LBF Travel Inc. — Company owned by Key Managerial Person h. Mike Melham — VP of Product Implementation B. Summary of balances due to and from related parties and transactions during the year are as follows: As of December 31, Balances as at Year End 2021 2020 Amount payable to related party Metaminds Technologies 196 — Metaminds Global 317 757 Mondee Group LLC (a) 203 — Loan receivable from Related Party Mondee Group LLC (b) 22,054 21,547 Note Payable to Related Party Note payable to CEO (c) 193 189 Year ended December 31, Transactions with Related Parties 2021 2020 Offshore IT, sales support and other services from Metaminds Software 90 428 Metaminds Technologies 230 243 Metaminds Global 208 720 Offshore software development services from Metaminds Software 362 1,230 Metaminds Technologies 919 374 Metaminds Global 831 1,036 Repayment – Note to Mondee Group LLC (e) — 5,034 Interest Income from Mondee Group Loan (b) 505 496 Repayment – Note to LBF Travel Inc. (d) — 1,750 Service fee from Mondee Group LLC (a) 1,223 — Rent expense – from Mike Melham (f) 86 86 (a) Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC, in exchange for a service fee equal to 10% of the revenue derived from the sale of such airline tickets. Mondee Group, LLC, led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (b) The Company has a secured promissory note receivable from Mondee Group LLC, bearing an interest rate of 2.33% compounded annually, with a 10 - year term, and is secured by 14,708 Class A units in Parent. The note is due the earlier of March 25, 2026, or the occurrence of a change in control event. (c) The Company has a note payable to the CEO amounting to $193 and $189 as of December 31, 2021 and 2020, respectively, and is included in loan payable to related party on the consolidated balance sheets. The loan is collateralized and carries an interest rate of 2% per annum. Principal and interest are due on demand. (d) In connection with the acquisition of LBF, the Company issued a promissory note to LBF Travel Inc. The note bears an interest rate of 2% annually with a maturity date of January 31, 2020. The entire principal amount of the note along with the interest accrued thereon, was repaid on the maturity date. (e) During the year ended December 31, 2019, the Company obtained short-term borrowing from Mondee Group LLC amounting to $5,000 in the form of a promissory notes. The note bears an interest rate of 3% annually. The entire principal amount of the note along with the accrued interest thereon, was repaid in February 2020. (f) The Company currently rents two office spaces from Mike Melham, the Company’s VP of Product Implementation. The lease commencement date for both the leases was January 1, 2020. Each lease has a term of five years . The monthly minimum base rents are immaterial. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SEGMENT INFORMATION | ||
SEGMENT INFORMATION | 10. SEGMENT INFORMATION We have the following reportable segments: Travel Marketplace and SAAS Platform. These reportable segments offer different products and services and are managed separately because the nature of products and services, and methods used to distribute the services are different. Our primary operating metric is Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). Assets, liabilities and expenses are reviewed on an entity-wide basis by the CODM, and hence are not allocated to these reportable segments. Segment revenue is reported and reviewed by the CODM on a monthly basis. Such amounts are detailed in our segment reconciliation below. Three Months Ended March 31, 2022 Travel Marketplace SAAS Platform Total Third-party revenue $ 37,361 $ 292 $ 37,653 Intersegment revenue — — — Revenue $ 37,361 $ 292 $ 37,653 Adjusted EBITDA $ 2,767 $ (554) $ 2,213 Depreciation and amortization (2,679) (138) (2,817) Stock-based compensation (80) — (80) Operating loss $ 8 $ (692) $ (684) Other expense, net (6,253) Loss before income taxes (6,937) Provision for income taxes (54) Net loss $ (6,991) Three Months Ended March 31, 2021 Travel Marketplace SAAS Platform Total Third-party revenue $ 13,150 $ 344 $ 13,494 Intersegment revenue — — — Revenue $ 13,150 $ 344 $ 13,494 Adjusted EBITDA $ (3,245) $ (392) $ (3,637) Depreciation and amortization (3,067) (148) (3,215) Stock-based compensation — — — Operating loss $ (6,312) $ (540) $ (6,852) Other expense, net (5,434) Loss before income taxes (12,286) Provision for income taxes (65) Net loss $ (12,351) Geographic information The following table represents revenue by geographic area, the United States, and all other countries, based on the geographic location of the Company’s subsidiaries. Three Months Ended March 31, 2022 2021 United States $ 35,792 $ 13,262 International 1,861 232 $ 37,653 $ 13,494 As of March 31, 2022, and December 31, 2021, long-lived assets located outside of the United States were not material. | 14. SEGMENT INFORMATION Beginning of the fourth quarter of 2020, we have the following reportable segments: Travel Marketplace and SAAS Platform. These reportable segments offer different products and services and are managed separately because the nature of products and services, and methods used to distribute the services are different. Our primary operating metric is Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). Assets, liabilities and expenses are reviewed on an entity-wide basis by the CODM, and hence are not allocated to these reportable segments. Segment revenue is reported and reviewed by the CODM on a monthly basis. Such amounts are detailed in our segment reconciliation below. Year ended December 31, 2021 Travel Marketplace SAAS Platform Total Third-party revenue $ 92,038 $ 1,156 $ 93,194 Intersegment revenue — — — Revenue $ 92,038 $ 1,156 $ 93,194 Adjusted EBITDA $ (3,745) $ (1,710) $ (5,455) Depreciation and amortization (12,296) (565) (12,861) Stock-based compensation (3,936) — (3,936) Operating loss $ (19,977) $ (2,275) $ (22,252) Other expense, net (16,330) Loss before income taxes (38,582) Provision for income taxes (323) Net loss $ (38,905) Year ended December 31, 2020 Travel Marketplace SAAS Platform Total Third-party revenue $ 65,057 $ 739 $ 65,796 Intersegment revenue — — — Revenue $ 65,057 $ 739 $ 65,796 Adjusted EBITDA $ (23,529) $ (899) $ (24,428) Depreciation and amortization (11,235) (179) (11,414) Stock-based compensation (15) — (15) Operating loss $ (34,779) $ (1,078) $ (35,857) Other expense, net (19,919) Loss before income taxes (55,776) Benefit from income taxes 14,042 Net loss $ (41,734) Geographic information The following table represents revenue by geographic area, the United States, and all other countries, based on the geographic location of the Company’s subsidiaries. Year ended December 31, 2021 2020 United States $ 91,432 $ 64,156 International 1,762 1,640 $ 93,194 $ 65,796 As of December 31, 2021 and 2020, long-lived assets located outside of the United States were not material. |
COMMON STOCK
COMMON STOCK | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SHAREHOLDERS' EQUITY | ||
COMMON STOCK | 11. COMMON STOCK Class A — Common stock The total number of capital stock the Company has authority to issue is 1,000 shares of Class A Common Stock, par value $0.01, of which 1 common stock is issued and outstanding Voting Each holder of common stock is entitled to one vote in respect of each share held by them in the records of the Company for all matters submitted to a vote. Liquidation In the event of liquidation of the Company, the holders of common stock shall be entitled to receive all the remaining assets of the Company, after distribution of all preferential amounts, if any. Such amounts will be in proportion to the number of equity shares held by the shareholders. | 15. COMMON STOCK Class A — Common stock The total number of capital stock the Company has authority to issue is 1,000 shares of Class A Common Stock, par value $0.01, of which 1 common stock is issued Voting Each holder of common stock is entitled to one vote in respect of each share held by them in the records of the Company for all matters submitted to a vote. Liquidation In the event of liquidation of the Company, the holders of common stock shall be entitled to receive all the remaining assets of the Company, after distribution of all preferential amounts, if any. Such amounts will be in proportion to the number of equity shares held by the shareholders. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
STOCK-BASED COMPENSATION | ||
STOCK-BASED COMPENSATION | 12. STOCK-BASED COMPENSATION The Parent may, subject to the approval of the Board of Managers, issue its Class A, B, C, D or F Holdings units to employees, officers, directors, consultants or other service providers of the Company in exchange for services rendered. Specific terms and conditions of such issuances are to be established by the Board of Managers of the Parent. In February 2021, the Parent’s Board of Managers approved the amended and restated 2013 Class D Incentive Unit Plan. The plan authorizes 91,177,477 Class D Incentive Units for issuance to the Company’s employees. As of March 31, 2022, only Management Incentive Units for Class D units were unvested at the Holdings level. There were no incentive awards granted during the three months ended March 31, 2022. As of March 31, 2022, the total unrecognized stock-based compensation expense related to the incentive units outstanding was $1,024, which is expected to be recognized over a weighted-average service period of three years. The per unit fair value of Class D incentive awards granted during the year ended December 31, 2021 ranged between $0.002 and $0.13 and was estimated as of grant date using the following assumptions: 2021 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 0.81% – 1.26% Expected volatility 50.92% – 53.85% Expected dividend rate 0% Weighted average contractual life 0- 2.5 The per unit fair value of the Class D incentive awards granted prior to fiscal year 2021 were estimated at the date of grant using “the Black-Scholes” option pricing model, using the following assumptions: 2018 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 2.9% Expected volatility 26.0% Expected dividend rate 0% Weighted average contractual life 0 - 2.5 The following table summarizes the Incentive Units activity for the periods from December 31, 2021 through March 31, 2022: Weighted Weighted average Number of Class D average grant remaining Incentive Units date fair contractual Weighted average Outstanding value of units life (Years) exercise price Unvested – December 31, 2021 10,278,486 0.13 2 0.03 Granted — — Vested (89,359) 0.002 Forfeited or canceled (50,000) — Unvested – March 31, 2022 10,139,127 0.1 1.75 0.03 | 16. STOCK-BASED COMPENSATION The Parent may, subject to the approval of the Board of Managers, issue its Class A, B, C, D or F Holdings units to employees, officers, directors, consultants or other service providers of the Company in exchange for services rendered. Specific terms and conditions of such issuances are to be established by the Board of Managers of the Parent. As of December 31, 2021, only Management Incentive Units for Class D units were unvested at the Holdings level. Class D Management Incentive Units In February 2021, the Parent’s Board of Managers approved the amended and restated 2013 Class D Incentive Unit Plan. The plan authorizes 91,177,477 Class D Incentive Units for issuance to the Company’s employees. During 2021, 42,288,769 units were granted to certain employees, consultants of Metaminds Software Solutions Ltd, consultants of Metaminds Technologies Pvt Ltd, and other external consultants. Class D incentive awards are estimated using the “Black-Scholes” option pricing model. The “Black- Scholes” model requires the use of assumptions, including expected volatility and expected term, which greatly affect the calculated values and require significant analysis and judgment to develop. The expected term of Class D incentive awards was calculated as the weighted average of the time to vesting. The risk-free rate is based on the rates in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to each award’s expected term. The expected volatility is based on the volatility of publicly traded industry peer companies. A dividend yield of zero is applied since Parent has not historically paid dividends and has no intention to pay dividends in the near future. The per unit fair value of Class D Incentive awards granted during the year ended December 31, 2021 ranged between $0.002 and $0.13 and was estimated as of grant date using the following assumptions: 2021 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 0.81% – 1.26% Expected volatility 50.92% – 53.85% Expected dividend rate 0% Weighted average contractual life 0 – 2.5 There were no incentive awards granted during the years ended December 31, 2020 and December 31, 2019, respectively. The per unit fair value of the Class D incentive awards granted prior to fiscal year 2019 were estimated at the date of grant using “the Black-Scholes” option pricing model, using the following assumptions: 2018, 2017 and 2016 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 2.9% Expected volatility 26.0% Expected dividend rate 0% Weighted average contractual life 0 – 2.5 The following table summarizes the Incentive Units activity for the years ended December 31, 2021 and December 31, 2020: Weighted average Weighted Number of Class D Weighted average remaining average Incentive Units grant date fair contractual life exercise Outstanding value of units (Years) price Unvested – December 31, 2019 6,136,479 $ 0.003 0.84 $ 0.01 Granted — — — — Vested (5,741,810) 0.003 — 0.01 Forfeited or canceled — — — 0.01 Unvested – December 31, 2020 394,669 0.003 0.67 0.01 Granted 42,288,769 0.12 — 0.07 Vested (29,036,941) 0.13 — 0.01 Forfeited or canceled (3,368,011) 0.002 — 0.71 Unvested – December 31, 2021 10,278,486 $ 0.13 2 $ 0.03 The Incentive Units granted during fiscal year 2021 have service-based vesting requirements with an accelerated vesting clause in which all unvested incentive units shall become vested upon the sale of the Company. The stock-based compensation expense related to such incentive units is recognized ratably over the service period. The service-based vesting period for these awards is During the year ended December 31, 2021, the Company recognized $3,936 in stock-based compensation expense related to the incentive units granted during fiscal year 2021. During the year ended December 31, 2020, the Company recognized $15 in stock-based compensation expense related to the incentive units granted during fiscal year 2020. As of December 31, 2021, the total unrecognized stock-based compensation expense related to the incentive units outstanding was $1,114, which is expected to be recognized over a weighted-average service period of three years. The following table summarizes the components of the total stock-based compensation expense included in the statement of operations: Year ended December 31, 2021 2020 Personnel expense $ 3,920 $ 15 Sales and other expenses 16 — $ 3,936 $ 15 The Company did not recognize any tax benefits related to stock-based compensation expense during the year ended December 31, 2021 or December 31, 2020. |
SUBSEQUENT EVENTS_2_3
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred through May 19, 2022, which represents the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. Related Party Agreement The Mondee Group LLC (“Borrower”) promissory note was amended on May 18, 2022. Per the amendment, the principal and interest owing may be repaid, at the election of the Borrower, in cash or units of Mondee Holdings LLC (“Holdings”), or any securities received in redemption of, as a distribution on or in exchange for the units of Holdings in connection with the closing of the transactions contemplated by the Business Combination Agreement, dated December 20, 2021, among Mondee Holdings II, Inc., Ithax Acquisition Corp., Ithax Merger Sub I, LLC and Ithax Merger Sub II, LLC, or a combination thereof. | 17. SUBSEQUENT EVENTS The Company evaluated subsequent events through March 19, 2022, which represents the date the consolidated financial statements were available to be issued. There were no subsequent events or transactions identified which require disclosure. |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Use of estimates | Use of estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, the determination of the incremental borrowing rate used for operating lease liabilities, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long-lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. | Use of estimates The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long- lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. |
Cash, cash equivalents, restricted cash, and restricted short-term investments | Cash, cash equivalents, restricted cash, and restricted short-term investments We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and various deposit accounts. We record certificate of deposits (“CDs”) with original maturities greater than three months as short-term investments on the consolidated balance sheets. These investments are held to maturity and recorded at amortized cost basis. We have entered into agreements with financial institutions to extend letters of credit to certain airlines and the Airlines Reporting Corporation (“ARC”). These letters of credit are extended to secure payment for the potential purchase of airline tickets in the ordinary course of business. We have placed short-term certificates of deposits and investment in money market funds with financial institutions as collateral under these arrangements and accordingly they have been presented as ‘restricted short-term investments’ and ‘restricted cash and cash equivalents’, respectively, on the consolidated balance sheets. The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows: As of December 31, 2021 2020 Cash and cash equivalents $ 15,506 $ 31,425 Restricted cash — 100 $ 15,506 $ 31,525 | |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. The allowance for doubtful accounts and contract assets was estimated based on historical experience, aging of the receivable, credit quality of the customers, economic trends and other factors that may affect our ability to collect from customers. | |
Property and equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis using mid-month convention over the estimated useful lives of the related assets. Repairs and maintenance expenditures are expensed as incurred. Leasehold improvements are amortized over the shorter of the useful life or lease term. Our property and equipment are assigned the following useful lives: Useful Lives Computer equipment 3 – 7 years Furniture and office equipment 5 – 7 years Capitalized software 3 years | |
Website and internal-use software development costs | Website and internal-use software development costs Acquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements which is considered to be three years. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. | |
Business combination | Business combination The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in our consolidated statements of operations. Identifiable assets (including intangible assets) and liabilities assumed (including contingent liabilities) are measured initially at their fair values at the acquisition date. We recognize goodwill if the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires us to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. Our estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. We include the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. Our acquisitions include an earn-out consideration as part of the purchase price that is classified as a liability. The fair value of the earn-out consideration is estimated as of the acquisition date based on our estimates and assumptions, including valuations that utilize customary valuation procedures and technique. The fair value measurement includes inputs that are Level 3 measurement (unobservable inputs in which little or no market data exists). Should actual results increase or decrease as compared to the assumption used in our analysis, the fair value of the earn-out consideration obligations will increase or decrease, as applicable. Changes in the fair value of the earn-out consideration are recorded within operating expenses. | |
Recoverability of goodwill and indefinite-lived intangible assets | Recoverability of goodwill and indefinite-lived intangible assets Goodwill is not subject to amortization and is tested annually or more when events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we typically perform our qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the goodwill is more likely than not impaired. If a quantitative assessment is made we compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit’s carrying amount over its fair value. We generally base our measurement of fair value of reporting units, on a blended analysis of the present value of future discounted cash flows and market valuation approach. The discounted cash flows model indicates the fair value of the reporting units based on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: our weighted average cost of capital; long-term rate of growth and profitability of our business; and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison of the Company to comparable publicly traded firms in similar lines of business. Our significant estimates in the market approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting units. We believe the weighted use of discounted cash flows and market approach is the best method for determining the fair value of our reporting units because these are the most common valuation methodologies used within the travel and internet industries; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis. In our evaluation of our indefinite-lived intangible assets, we typically first perform a qualitative assessment prior to performing the quantitative analysis, to determine whether the fair value of the indefinite- lived intangible asset is more likely than not impaired. An impairment charge is recorded for the excess of the carrying value of indefinite-lived intangible assets over their fair value, if necessary. We base our measurement of fair value of indefinite-lived intangible assets, which consist of trade name, using the relief- from-royalty method. This method assumes that the trade name has value to the extent that its owner is relieved of the obligation to pay royalties for the benefits received from them. | |
Intangible assets | Intangible assets Intangible assets are amortized over the period of estimated benefit using the straight-line method, as the consumption pattern of the asset is not apparent. No significant residual value is estimated for intangible assets. Amortization Period Covenants not to compete 5 years Trade name with definite life 20 years Acquired technology 10 years Customer relationships 5 – 10 years Supplier relationships 15 years Developed technology 5 – 10 years | |
Recoverability of intangible assets with definite lives and other long-lived assets | Recoverability of intangible assets with definite lives and other long-lived assets Intangible assets with definite lives and other long-lived assets are carried at cost and are amortized on a straight-line basis over their estimated useful lives of one property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we will assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value. Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell. | |
Revenue recognition | Revenue recognition Our revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel suppliers through our platforms. These services are primarily related to reservation of airline tickets. It also includes, to a lesser extent, services related to reservation of hotel accommodation, rental car, travel insurance and other travel products and services. While we generally refer to a consumer that books travel reservation services on our platforms as our customer, for accounting purposes; our customers are the travel suppliers. Our contracts with travel suppliers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to us. Therefore, we are an agent in a transaction and our revenues are presented on a net basis (that is, the amount billed to a traveler less the amount paid to a travel supplier) in the consolidated statements of operations. Our revenue is earned through service fees, margins and commissions. We earn incentives from airline companies which are recognized based on the achievement of targets set by contract, that mainly relate to the amount of airline ticket bookings that have been flown, and consequently are not subject to cancellation. We also receive incentives from our Global Distribution System (“GDS”) service providers based on the volume of segment bookings mediated by us through the GDS systems. In addition to the above travel-related revenue, we also generate revenue from incentives received from credit card companies for ancillary services based on the volume of transaction amount processed by us. Revenue from service fee, margin and commission on sale of airline tickets is recognized when the traveler books the airline ticket as the performance obligation is satisfied by us on issuance of an airline ticket to the traveler. Revenue is recorded net of cancellation, refunds and chargebacks. In the event of cancellation of airline tickets, revenue recognized in respect of commissions and margins earned by us on such tickets is reversed and is netted off from the revenue earned during the fiscal period at the time the cancellation is made by the customers. Revenue from commission and margin on other travel products and services is recognized when the traveler completes the reservation as our performance obligation is satisfied at that point. Revenue relating to contracts with travel suppliers which include incentive payments from airline companies and GDS are accounted for as variable consideration when the amount of revenue to be recognized can be estimated to the extent that it is probable that a significant reversal of any incremental revenue will not occur. This revenue is recognized net off cancellations, refunds and shortfall penalty fees, as applicable, at a time when performance targets are achieved. When an airline ticket is purchased, there is a risk of customer chargebacks including those related to fraud. We record estimates for chargebacks of our fees or margin or commission earned upon sale of airline tickets as variable consideration. We record estimates for losses related to chargebacks of the cost of tickets as an operating expense classified within sales and other expense. Reserves are recorded based on our assessment of various factors, including the amounts of actual chargeback activity during the current year. Our ‘Rocketrip’ platform offers a corporate travel cost savings solution through its technology platform. We generate subscription and set-up revenue from customers who are provided access to our platform as software-as-a-service. Revenue is recognized over the term of the contract. ‘Tripplanet’ is an end-to-end business travel platform for small to medium sized businesses, membership organizations, associations, educational institutions, and NGOs. The platform combines Mondee’s global content hub, marketplace, and conversational commerce engine to provide organizations discounted rates for airfare, hotels, and cars using our private platform. Individuals within these organizations can also utilize the platform for leisure travel. The platform is set up as a subscription base service where revenue is recognized over the term of the contract. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied. ‘Unpub’ provides consumer groups access to a subscription based private membership travel platform where they can purchase flights, reserve hotel rooms and rental cars, and receive member benefits. Revenue related to the subscription platform is recorded over the contract period. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied. | |
Sales and other expenses | Sales and other expenses Sales and other expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations, fraud protection services and other services; (3) customer relations costs and (4) customer chargeback provisions. | |
Personnel expenses | Personnel expenses Personnel expenses consist of compensation to the Company’s personnel, including salaries, stock- based compensation, bonuses, payroll taxes and employee health and other benefits. | |
Marketing expenses | Marketing expenses We report advertising and affiliate marketing costs under “Marketing expenses” in the consolidated statements of operations. Advertising costs are expensed as incurred. These costs primarily consist of direct costs from search engines and internet portals, television, radio and print spending, private label, public relations, and other costs. The Company incurred advertising expenses of approximately $16,595 and $11,455 during the years ended December 31, 2021, and 2020, respectively. The Company makes use of affiliate marketing to promote airline ticket sales and generate bookings through its websites and platform. The platform provides affiliates with technology and access to a wide range of products and services. The Company pays commission to third party affiliates for the bookings originated through the Company’s websites and platform based on targeted merchandising and promotional strategies implemented by the Company from time to time. | |
Information technology | Information technology Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and web hosting costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company’s services. | |
Debt issuance costs and debt discounts | Debt issuance costs and debt discounts Debt issuance costs include costs incurred in connection with the issuance of debt, which are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability and are amortized over the term of the debt to interest expense. Debt issuance costs of the revolving credit facility are amortized on a straight-line basis, while all other debt issuance costs are amortized using the effective interest method. Debt discounts incurred in connection with the issuance of debt have been reported as a direct deduction to the carrying value of debt and are being amortized to interest expense using the effective interest method. Amortization of debt issuance costs and debt discounts included in interest expense was | |
Stock-based compensation | Stock-based compensation The Company’s employees and independent consultants participate in Parent’s stock-based compensation plans. Stock-based compensation expense has been allocated by the Company based on the awards and terms granted to the Company’s employees and independent consultants. The fair value of awards in the Parent issued to the Company’s employees are treated as capital contributions and the associated stock-based compensation expense are expensed on the Company’s Statements of Operations. The Company accounts for stock-based awards in accordance with ASC 718, Compensation — Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values. The Company uses the estimated grant date calculated fair value method of accounting for all share based payment awards. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of four years. The Company estimates the fair value of awards using the Black-Scholes option pricing model. The model requires management to make a number of assumptions including expected volatility, expected term, risk free interest rate and expected dividends. The fair value of the awards is expensed over the related service period which is typically the vesting period. Equity based compensation expense is based on awards that are expected to vest. The Company accounts for forfeitures as they occur. The Company evaluates the assumptions used to value its share based awards on an annual basis. | |
Employee benefits | Employee benefits Contributions to defined contribution plans are charged to the consolidated statements of operations in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are recognized in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recognized as a component of net periodic cost. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions. These assumptions may not be within the control of the Company and accordingly it is reasonably possible that these assumptions could change in future periods. The Company reports the net periodic cost under personnel expenses on the consolidated statement of operations. The Company recognizes its liabilities for compensated absences depending on whether the obligation is attributable to employee services already rendered, rights to compensated absences vest or accumulate and payment is probable and estimable. | |
Income taxes | Income taxes The Company is subject to payment of federal and state income taxes in the U.S. and other forms of income taxes in other jurisdictions. Consequently, the Company determines its consolidated provision for income taxes based on tax obligations incurred using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, the Company believes it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company evaluates uncertain tax positions to determine if it is more likely than not that they would be sustained upon examination. The Company records a liability when such uncertainties fail to meet the more likely than not threshold. A US shareholder is subject to current tax on “global intangible low-taxed income” (GILTI) of its controlled foreign corporations (CFCs). The Company is subject to tax under GILTI provisions and includes its CFCs income in its US income tax provision in the period the CFCs earn the income. | |
Foreign currency transactions | Foreign currency translation The assets and liabilities of subsidiaries whose functional currency is other than the U.S. dollar are translated at the period end rate of exchange. Consolidated statements of operations items are translated at the average rates prevailing during the period. The resulting translation adjustment is recorded as a component of accumulated other comprehensive income (loss) and is included in consolidated statements of stockholder’s equity (deficit). Foreign currency transactions Transactions in foreign currencies are translated into the functional currency at the rates of exchange prevailing at the date of the transaction. Monetary items denominated in foreign currency remaining unsettled at the end of the year are translated at the closing rates as of the last day of the year. Gains or losses, if any, on account of exchange difference either on settlement or translation are recognized in consolidated statements of operations. Foreign currency transaction gains and losses will be included in “Other income (expense), net” in the Company’s consolidated statements of operations. | |
Comprehensive loss | Comprehensive loss Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss includes gains and losses on foreign currency translation. | |
Segment reporting | Segment reporting We identify a business as an operating segment if: i) it engages in business activities from which it may earn revenues and incur expenses; ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer (‘CEO’), to make decisions about resources to be allocated to the segment and assess its performance; and iii) it has available discrete financial information. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. Operating segments are aggregated into a reportable segment if the operating segments are determined to have similar economic characteristics and if the operating segments are similar in the following areas: i) nature of products and services; ii) nature of production processes; iii) type or class of customer for their products and services; iv) methods used to distribute the products or provide services; and v) if applicable, the nature of the regulatory environment. We have two operating segments: ‘Travel Marketplace’ and ‘SAAS Platform’. The Travel Marketplace segment (transactional business serving the end travelers directly or through travel affiliates) primarily consists of selling airline tickets through our proprietary platform. The SAAS Platform segment offers corporate travel cost savings solutions through its own technology platform. Our operating segments are also our reportable segments. See Note 14 for segment information. | |
Fair value measurements | Fair value measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: ● Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. ● Level 2 — Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets, but corroborated by market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. | |
Certain risks and concentrations | Certain risks and concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company does not consider there to be significant concentration of credit risk relating to accounts receivable. The Company’s cash and cash equivalents and restricted cash are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. 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 and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. | Certain risks and concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. The Company does not consider there to be significant concentration of credit risk relating to accounts receivables. The Company’s cash and cash equivalents and restricted cash are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprise of amounts due from affiliates, airline companies and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. |
Deferred offering costs. | Deferred offering costs Deferred offering costs, which consist of direct incremental legal, consulting, and accounting fees and printer costs relating to an anticipated public offering, are capitalized and will be offset against proceeds upon the consummation of the offering. In the event the offering is terminated, the deferred offering costs will be expensed. As of March 31, 2022 the Company had $2,255 of deferred offering costs in prepaid expenses and other currents assets on the condensed consolidated balance sheets. No amounts were capitalized as of December 31, 2021. | |
Contingent liabilities | Contingent liabilities Loss contingencies arise from claims and assessments and pending or threatened litigation that may be brought against the Company by individuals, governments, or other entities. Based on the Company’s assessment of loss contingencies at each consolidated balance sheet date, a loss is recorded in the consolidated financial statements if it is probable that an asset has been impaired, or liability has been incurred and the amount of the loss can be reasonably estimated. If the amount cannot be reasonably estimated, we disclose information about the contingency in the consolidated financial statements. We also disclose information in the consolidated financial statements about reasonably possible loss contingencies. The Company will review the developments in the contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed. The Company will adjust provisions and changes to its disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of loss. These estimates have been based on our assessment of the facts and circumstances at each consolidated balance sheet date and are subject to change based on new information and future events. Outcomes of litigation and other disputes are inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, the consolidated results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. | |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements On January 1, 2022, the Company adopted FASB ASU No. 2016-02, Leases (Topic 842), which requires recognition of right-of-use (“ROU”) assets and lease liabilities for most leases on the Company’s condensed consolidated balance sheet. The Company adopted Topic 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11. As a result, the Company was not required to adjust its comparative periods’ financial information for effects of the standard or make the new required lease disclosures for the periods before the date of adoption (i.e., January 1, 2022). The Company elected the package of practical expedients which allowed the Company not to reassess (1) whether existing or expired contracts, as of the adoption date, contain leases, (2) the lease classification for existing leases, and (3) whether existing initial direct costs meet the new definition. The Company also elected the practical expedient to not separate lease and non-lease components for its facility leases. The Company notes that adopting the new standard resulted in recording a lease liability and right- of-use asset associated with the Company’s facility lease agreement totaling $2,282 and $2,200, respectively as of January 1, 2022. | Recently adopted accounting policies In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The intent of this pronouncement is to align the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software as defined in ASC 350-40. Under ASU 2018-15, the capitalized implementation costs related to a cloud computing arrangement will be amortized over the term of the arrangement and all capitalized implementation amounts will be required to be presented in the same line items of the Consolidated financial statements as the related hosting fees. ASU 2018-15 is effective for public and private companies’ fiscal years beginning after December 15, 2019, and December 15, 2020, respectively, and interim periods within those fiscal years, with early adoption permitted. The Company adopt ASU 2018-15 under the private company transition guidance as of January 1, 2021. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements. |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for public and private companies’ fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and December 15, 2022, respectively. The Company is currently evaluating the impact on the Company’s condensed consolidated financial statements. | Recent accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for public and private companies’ fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and December 15, 2022, respectively. The Company is currently evaluating the impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU no. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). This guidance clarifies certain aspects of the current guidance to promote consistency among reporting of an issuer’s accounting for modifications or exchanges of freestanding equity- classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for all entities, including adoption in an interim period. The Company is currently evaluating the potential impact of this adoption on its consolidation financial statements. |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | ||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table sets forth the Company’s financial liabilities that were measured at fair value, on a recurring basis: March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Earn-out consideration (1) — $ — $ 762 $ 762 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Earn-out consideration (1) $ — $ — $ 597 $ 597 (1) The earn-out consideration represents arrangements to pay the former owners of LBF, acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and three month ended March 31, 2022. As of March 31, 2022, there was no payment given the Company did not meet the EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) threshold required. Earn-out consideration is included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. | The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis: December 31, 2021 Level 1 Level 2 Level 3 Total Assets Restricted cash and cash equivalents (1) — — — — Total assets $ — $ — $ — $ — Liabilities Earn-out consideration (2) — $ — $ 597 $ 597 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Restricted cash and cash equivalents (1) 100 — — 100 Total assets $ 100 $ — $ — $ 100 Liabilities Earn-out consideration (2) $ — $ — $ 332 $ 332 (1) Includes money market funds that are highly liquid investments with maturity periods of three months or less. (2) The earn-out consideration represents arrangements to pay the former owners of LBF, acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and 2022. Earn-out consideration is included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | March 31, March 31, 2022 2021 Balance, beginning of period $ 597 $ 332 Change in the estimated fair value of earn-out consideration 165 208 Balance, end of period $ 762 $ 540 | The following table summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (in thousand): For the Year Ended December 31, 2021 2020 Balance, beginning of year $ 332 $ 398 Change in the estimated fair value of earn-out consideration 265 (66) Balance, end of year $ 597 $ 332 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
REVENUE | ||
Schedule of disaggregation of revenue | Three Months Ended March 31, 2022 2021 Revenue from Travel Marketplace $ 37,361 $ 13,150 Revenue from SAAS Platform 292 344 $ 37,653 $ 13,494 | Year ended December 31, 2021 2020 Revenue from Travel Marketplace $ 92,038 $ 65,057 Revenue from SAAS Platform 1,156 739 $ 93,194 $ 65,796 |
Schedule of contract balances | Accounts Contract Deferred Receivable Asset Revenue Ending Balance as of December 31, 2021 10,178 3,935 (20,738) Increase/(decrease), net 7,264 2,569 749 Ending Balance as of March 31, 2022 $ 17,442 $ 6,504 $ (19,989) | The opening and closing balances of accounts receivables and deferred revenue are as follows: Accounts Receivables Contract Asset Deferred Revenue Ending Balance as of December 31, 2019 $ 15,664 $ 23,975 $ (21,386) Increase/(decrease), net (10,309) (19,555) (2,018) Ending Balance as of December 31, 2020 5,355 4,420 (23,404) Increase/(decrease), net 4,823 (485) 2,666 Ending Balance as of December 31, 2021 $ 10,178 $ 3,935 $ (20,738) |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||
Schedule of contractual obligations | By Period Total Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years 6,354 6,354 — — — | By Period Total Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years $7,258 $ 7,258 $ 0 $ 0 $ 0 $7,258 $ 7,258 $ 0 $ 0 $ 0 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
OPERATING LEASES | ||
Summary of supplemental balance sheet information related to operating leases | As of March 31, 2022 Reported as: $ Assets: Operating lease right of use assets $ 2,355 Liabilities: Accrued expenses and other current liabilities $ 781 Operating lease liabilities, non-current 1,774 Total operating lease liabilities $ 2,555 | |
Summary of supplemental cash flow information related to operating leases | For three months ended March 31, 2022 Cash paid within operating cash flows $ 240 Operating lease right-of-use assets recognized in exchange for new operating lease obligations 2,604 | |
Summary of future minimum lease payments under non-cancelable operating leases | As of March 31, 2022 2022 (remaining nine months) $ 849 2023 649 2024 553 2025 263 2026 228 Thereafter 819 Total operating lease payments 3,361 Less: Imputed interest (806) Total operating lease liabilities $ 2,555 | Year ending December 31, 2022 $ 895 2023 480 2024 400 2025 188 2026 92 Thereafter 134 $ 2,189 |
EMPLOYEE BENEFIT PLAN (Tables)
EMPLOYEE BENEFIT PLAN (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
EMPLOYEE BENEFIT PLAN | ||
Summary of benefit obligation | Particulars As of December 31, 2021 2020 Present value of obligation as at the beginning of the year $ 383 $ 298 Interest cost 25 20 Acquisitions — — Current service cost 90 83 Benefits paid — — Actuarial gain on obligation (46) (12) Effect of exchange rate changes (8) (6) Present value of obligation as at the end of the year $ 444 $ 383 The amounts to be recognized on consolidated balance sheets Particulars As of December 31, 2021 2020 Present value of obligation as at the end of the period $ 444 $ 383 Fair value of plan assets as at the end of the period — — Funded status / (unfunded status) (444) (383) Excess of actual over estimated — — Unrecognized actuarial (gains)/losses — — Net asset/(liability)recognized in consolidated balance sheet $ (444) $ (383) Current portion 12 29 Non-current portion 432 354 | |
Summary of accumulated benefit obligation in excess of plan assets | As of December 31, 2021 2020 Accumulated benefit obligation $ 168 $ 139 | |
Components of net periodic benefit costs | Components of net periodic benefit costs, were as follows: Three Months Ended March 31, Particulars 2022 2021 Current service cost 21 21 Interest cost 6 5 Net actuarial gain recognized in the period (3) (3) Expenses recognized in the condensed consolidated statement of operations 24 23 | Particulars Year ended December 31, 2021 2020 Current service cost $ 90 $ 83 Interest cost 25 20 Net actuarial gain recognized in the period (46) (12) Expenses recognized in the consolidated statement of operations $ 69 $ 91 |
components of actuarial loss / (gain) on retirement benefits | The components of actuarial gain on retirement benefits are as follows: Three Months Ended March 31, Particulars 2022 2021 Actuarial gain for the period obligation 3 3 Actuarial (gain)/loss for the period plan assets — — Total Actuarial gain on obligation 3 3 | Particulars Year ended December 31, 2021 2020 Actuarial (gain) / loss on arising from change in financial assumption $ (34) $ 30 Actuarial gain on arising from experience adjustment (12) (42) Total Actuarial gain on obligation $ (46) $ (12) |
Summary of weighted average actuarial assumptions used to determine benefit obligations and net gratuity cost | Particulars Year ended December 31, 2021 2021 Discount rate 7.06 % 6.55 % Rate of compensation increase 7.00 % 7.00 % | |
Schedule of expected benefit payments | December 31: 2022 $ 18 2023 31 2024 31 2025 54 2026 54 2027 – 2031 364 $ 552 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | ||
Schedule of related party balances and transactions | B. Summary of balances due to and from related parties and transactions are as follows: | As of December 31, Balances as at Year End 2021 2020 Amount payable to related party Metaminds Technologies 196 — Metaminds Global 317 757 Mondee Group LLC (a) 203 — Loan receivable from Related Party Mondee Group LLC (b) 22,054 21,547 Note Payable to Related Party Note payable to CEO (c) 193 189 Year ended December 31, Transactions with Related Parties 2021 2020 Offshore IT, sales support and other services from Metaminds Software 90 428 Metaminds Technologies 230 243 Metaminds Global 208 720 Offshore software development services from Metaminds Software 362 1,230 Metaminds Technologies 919 374 Metaminds Global 831 1,036 Repayment – Note to Mondee Group LLC (e) — 5,034 Interest Income from Mondee Group Loan (b) 505 496 Repayment – Note to LBF Travel Inc. (d) — 1,750 Service fee from Mondee Group LLC (a) 1,223 — Rent expense – from Mike Melham (f) 86 86 (a) Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC, in exchange for a service fee equal to 10% of the revenue derived from the sale of such airline tickets. Mondee Group, LLC, led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (b) The Company has a secured promissory note receivable from Mondee Group LLC, bearing an interest rate of 2.33% compounded annually, with a 10 - year term, and is secured by 14,708 Class A units in Parent. The note is due the earlier of March 25, 2026, or the occurrence of a change in control event. (c) The Company has a note payable to the CEO amounting to $193 and $189 as of December 31, 2021 and 2020, respectively, and is included in loan payable to related party on the consolidated balance sheets. The loan is collateralized and carries an interest rate of 2% per annum. Principal and interest are due on demand. (d) In connection with the acquisition of LBF, the Company issued a promissory note to LBF Travel Inc. The note bears an interest rate of 2% annually with a maturity date of January 31, 2020. The entire principal amount of the note along with the interest accrued thereon, was repaid on the maturity date. (e) During the year ended December 31, 2019, the Company obtained short-term borrowing from Mondee Group LLC amounting to $5,000 in the form of a promissory notes. The note bears an interest rate of 3% annually. The entire principal amount of the note along with the accrued interest thereon, was repaid in February 2020. (f) The Company currently rents two office spaces from Mike Melham, the Company’s VP of Product Implementation. The lease commencement date for both the leases was January 1, 2020. Each lease has a term of five years . The monthly minimum base rents are immaterial. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SEGMENT INFORMATION | ||
Schedule of amounts detailed in segment reconciliation | Three Months Ended March 31, 2022 Travel Marketplace SAAS Platform Total Third-party revenue $ 37,361 $ 292 $ 37,653 Intersegment revenue — — — Revenue $ 37,361 $ 292 $ 37,653 Adjusted EBITDA $ 2,767 $ (554) $ 2,213 Depreciation and amortization (2,679) (138) (2,817) Stock-based compensation (80) — (80) Operating loss $ 8 $ (692) $ (684) Other expense, net (6,253) Loss before income taxes (6,937) Provision for income taxes (54) Net loss $ (6,991) Three Months Ended March 31, 2021 Travel Marketplace SAAS Platform Total Third-party revenue $ 13,150 $ 344 $ 13,494 Intersegment revenue — — — Revenue $ 13,150 $ 344 $ 13,494 Adjusted EBITDA $ (3,245) $ (392) $ (3,637) Depreciation and amortization (3,067) (148) (3,215) Stock-based compensation — — — Operating loss $ (6,312) $ (540) $ (6,852) Other expense, net (5,434) Loss before income taxes (12,286) Provision for income taxes (65) Net loss $ (12,351) | Year ended December 31, 2021 Travel Marketplace SAAS Platform Total Third-party revenue $ 92,038 $ 1,156 $ 93,194 Intersegment revenue — — — Revenue $ 92,038 $ 1,156 $ 93,194 Adjusted EBITDA $ (3,745) $ (1,710) $ (5,455) Depreciation and amortization (12,296) (565) (12,861) Stock-based compensation (3,936) — (3,936) Operating loss $ (19,977) $ (2,275) $ (22,252) Other expense, net (16,330) Loss before income taxes (38,582) Provision for income taxes (323) Net loss $ (38,905) Year ended December 31, 2020 Travel Marketplace SAAS Platform Total Third-party revenue $ 65,057 $ 739 $ 65,796 Intersegment revenue — — — Revenue $ 65,057 $ 739 $ 65,796 Adjusted EBITDA $ (23,529) $ (899) $ (24,428) Depreciation and amortization (11,235) (179) (11,414) Stock-based compensation (15) — (15) Operating loss $ (34,779) $ (1,078) $ (35,857) Other expense, net (19,919) Loss before income taxes (55,776) Benefit from income taxes 14,042 Net loss $ (41,734) |
Schedule of revenue by geographic area | Three Months Ended March 31, 2022 2021 United States $ 35,792 $ 13,262 International 1,861 232 $ 37,653 $ 13,494 | Year ended December 31, 2021 2020 United States $ 91,432 $ 64,156 International 1,762 1,640 $ 93,194 $ 65,796 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of Incentive Units activity | The following table summarizes the Incentive Units activity for the periods from December 31, 2021 through March 31, 2022: Weighted Weighted average Number of Class D average grant remaining Incentive Units date fair contractual Weighted average Outstanding value of units life (Years) exercise price Unvested – December 31, 2021 10,278,486 0.13 2 0.03 Granted — — Vested (89,359) 0.002 Forfeited or canceled (50,000) — Unvested – March 31, 2022 10,139,127 0.1 1.75 0.03 | The following table summarizes the Incentive Units activity for the years ended December 31, 2021 and December 31, 2020: Weighted average Weighted Number of Class D Weighted average remaining average Incentive Units grant date fair contractual life exercise Outstanding value of units (Years) price Unvested – December 31, 2019 6,136,479 $ 0.003 0.84 $ 0.01 Granted — — — — Vested (5,741,810) 0.003 — 0.01 Forfeited or canceled — — — 0.01 Unvested – December 31, 2020 394,669 0.003 0.67 0.01 Granted 42,288,769 0.12 — 0.07 Vested (29,036,941) 0.13 — 0.01 Forfeited or canceled (3,368,011) 0.002 — 0.71 Unvested – December 31, 2021 10,278,486 $ 0.13 2 $ 0.03 |
2021 Grants | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Schedule of assumptions used to calculate grant date fair value | 2021 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 0.81% – 1.26% Expected volatility 50.92% – 53.85% Expected dividend rate 0% Weighted average contractual life 0- 2.5 | 2021 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 0.81% – 1.26% Expected volatility 50.92% – 53.85% Expected dividend rate 0% Weighted average contractual life 0 – 2.5 |
2018 Grants | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Schedule of assumptions used to calculate grant date fair value | 2018 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 2.9% Expected volatility 26.0% Expected dividend rate 0% Weighted average contractual life 0 - 2.5 |
NATURE OF OPERATIONS - Addition
NATURE OF OPERATIONS - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | |
Current assets | $ 54,166 | $ 40,691 | $ 53,305 | |||||
Current liabilities | $ 65,759 | $ 48,450 | $ 45,531 | |||||
ITHAX ACQUISITION CORP. | ||||||||
Gross proceeds debt received | $ 3,576 | |||||||
Outstanding Equity Ownership Percentage | 61.60% | 62.90% | ||||||
Repayments of Debt | $ 9,742 | $ 9,814 | ||||||
PPP Loan | $ 1,576 | |||||||
Current assets | 40,691 | |||||||
Current liabilities | 48,450 | |||||||
Estimated to increase maximum shareholder redemption of common stock | $ 172,000 | 150,000 | ||||||
Shareholder no redemption of common stock | 307,000 | 267,144 | ||||||
Gross proceeds form PIPE | 70,000 | 50,000 | ||||||
Un-restricted cash | 16,590 | 15,506 | ||||||
Unused line of credit | $ 15,000 | $ 15,000 | ||||||
ITHAX ACQUISITION CORP. | Maximum | ||||||||
Repayments of Debt | $ 13,743 | $ 11,401 | ||||||
ITHAX ACQUISITION CORP. | Public Shareholders | ||||||||
Ownership percentage | 100% | 100% |
SUMMARY OF SIGNIFICANT ACCOU_15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Deferred offering costs | $ 2,255,000 | ||
Deferred offering costs capitalized | $ 0 | ||
Operating lease liabilities | 1,774,000 | ||
Operating lease right-of-use assets | $ 2,355,000 | ||
ASU 2016-02 | Adjustment | |||
Operating lease liabilities | $ 2,282,000 | ||
Operating lease right-of-use assets | $ 2,200,000 |
FAIR VALUE MEASUREMENT - Financ
FAIR VALUE MEASUREMENT - Financial assets and liabilities that were measured at fair value, on a recurring basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | |||
Restricted cash and cash equivalents | $ 100 | ||
Total assets | 100 | ||
Liabilities, Fair Value Disclosure [Abstract] | |||
Earn Out Consideration | $ 762 | $ 597 | 332 |
Level 1 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Restricted cash and cash equivalents | 100 | ||
Total assets | 100 | ||
Level 3 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Earn Out Consideration | $ 762 | $ 597 | $ 332 |
FAIR VALUE MEASUREMENT - Fair v
FAIR VALUE MEASUREMENT - Fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (Details) - Recurring - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value as of January 1, 2021 | $ 597 | $ 332 | $ 332 | $ 398 |
Change in the estimated fair value of earn-out consideration | 165 | 208 | 265 | (66) |
Fair value as of September 30, 2021 | $ 762 | $ 540 | $ 597 | $ 332 |
FAIR VALUE MEASUREMENT - Additi
FAIR VALUE MEASUREMENT - Additional details (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |||
Maturity period of money market funds | 3 months | ||
Undiscounted maximum payment under earn-out consideration represents arrangements | $ 2,700 | ||
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount 1 | 0 | $ 0 | |
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount 1 | 0 | 0 | $ 0 |
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount 1 | 0 | 0 | 0 |
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount 1 | $ 0 | $ 0 | $ 0 |
REVENUE - Disaggregation of rev
REVENUE - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 37,653 | $ 13,494 | $ 93,194 | $ 65,796 |
Travel Marketplace | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 37,361 | 13,150 | 92,038 | 65,057 |
SAAS Platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 292 | $ 344 | $ 1,156 | $ 739 |
REVENUE - Contract balances (De
REVENUE - Contract balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUE | |||
Accounts Receivables, Beginning Balance | $ 10,178 | $ 5,355 | $ 15,664 |
Accounts Receivables, Increase/(decrease), net | 7,264 | 4,823 | (10,309) |
Accounts Receivables, Ending Balance | 17,442 | 10,178 | 5,355 |
Contract Asset, Beginning Balance | 3,935 | 4,420 | 23,975 |
Contract Asset, Increase/(decrease), net | 2,569 | (485) | (19,555) |
Contract Asset, Ending Balance | 6,504 | 3,935 | 4,420 |
Deferred Revenue, Beginning Balance | (20,738) | (23,404) | (21,386) |
Deferred Revenue, Increase/(decrease), net | 749 | 2,666 | (2,018) |
Deferred Revenue, Ending Balance | $ (19,989) | $ (20,738) | $ (23,404) |
REVENUE - Additional informatio
REVENUE - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUE | ||||
Revenue recognition is included in contract liability | $ 1,466 | $ 2,981 | $ 3,111 | |
Waiver of segment shortfall fees | 894 | |||
Reclassifiaction of liability | 1,111 | |||
Deferred revenue | $ 19,989 | $ 20,738 | $ 23,404 | $ 21,386 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||||
Effective tax rate, Percent | (0.74%) | (0.56%) | (0.84%) | 25.19% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Contractual obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
COMMITMENTS AND CONTINGENCIES | ||
Less than 1 Year | $ 6,354 | $ 7,258 |
1 to 3 Years | 0 | |
3 to 5 Years | 0 | |
More than 5 Years | 0 | |
Total | $ 6,354 | $ 7,258 |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES - Additional information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Oct. 13, 2021 USD ($) | Mar. 31, 2022 USD ($) claim | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) claim | Dec. 31, 2020 USD ($) | |
Line of Credit Facility [Line Items] | |||||
Number of outstanding claims | claim | 2 | 2 | |||
Claim amount | $ 548 | ||||
Rent expense | $ 300 | $ 432 | $ 1,485 | $ 2,293 | |
Letter of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Secured letters of credit outstanding | $ 6,354 | $ 7,258 | $ 7,430 |
OPERATING LEASES (Details)
OPERATING LEASES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING LEASES | ||||
Option to extend lease | true | |||
Operating lease expense | $ 300 | $ 432 | $ 1,485 | $ 2,293 |
OPERATING LEASES - Supplemental
OPERATING LEASES - Supplemental balance sheet information (Details) $ in Thousands | Mar. 31, 2022 USD ($) |
Supplemental balance sheet information | |
Operating lease right-of-use assets | $ 2,355 |
Accrued expenses and other current liabilities | 781 |
Operating lease liabilities, non-current | 1,774 |
Total operating lease liabilities | $ 2,555 |
OPERATING LEASES - Supplement_2
OPERATING LEASES - Supplemental cash flow information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
OPERATING LEASES | |
Weighted-average remaining lease term | 4 years 6 months 7 days |
Weighted-average discount rate | 11.33% |
Cash paid within operating cash flows | $ 240 |
Operating lease right-of-use assets recognized in exchange for new operating lease obligations | $ 2,604 |
OPERATING LEASES - Future minim
OPERATING LEASES - Future minimum lease payments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Future minimum lease payments under non-cancelable operating leases | ||
2022 (remaining nine months) | $ 849 | |
2023 | 649 | |
2024 | 553 | |
2025 | 263 | |
2026 | 228 | |
Thereafter | 819 | |
Total operating lease payments | 3,361 | $ 2,189 |
Less: Imputed interest | (806) | |
Total operating lease liabilities | $ 2,555 |
EMPLOYEE BENEFIT PLAN - Additio
EMPLOYEE BENEFIT PLAN - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
EMPLOYEE BENEFIT PLAN | ||||
Matching contributions made in cash | $ 0 | $ 2 | $ 17 | $ 36 |
EMPLOYEE BENEFIT PLAN - Summary
EMPLOYEE BENEFIT PLAN - Summary of Components of net periodic benefit costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
EMPLOYEE BENEFIT PLAN | ||||
Current service cost | $ 21 | $ 21 | $ 90 | $ 83 |
Interest cost | 6 | 5 | 25 | 20 |
Net actuarial gain recognized in the period | (3) | (3) | (46) | (12) |
Expenses recognized in the consolidated statement of operations | $ 24 | $ 23 | $ 69 | $ 91 |
EMPLOYEE BENEFIT PLAN - Summa_2
EMPLOYEE BENEFIT PLAN - Summary of components of actuarial gain on retirement benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
EMPLOYEE BENEFIT PLAN | ||||
Actuarial gain for the period obligation | $ 3 | $ 3 | $ (46) | $ (12) |
Total Actuarial gain on obligation | $ 3 | $ 3 | $ 46 | $ 12 |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related party balances (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Note payable to related party | $ 194 | $ 193 | $ 189 |
Metaminds Technologies | |||
Related Party Transaction [Line Items] | |||
Amount payable to related party | 196 | 196 | |
Metaminds Global | |||
Related Party Transaction [Line Items] | |||
Amount payable to related party | 537 | 317 | 757 |
Mondee Group LLC | |||
Related Party Transaction [Line Items] | |||
Amount payable to related party | 1,241 | 203 | |
Loan receivable from Related Party | 22,181 | 22,054 | 21,547 |
CEO | |||
Related Party Transaction [Line Items] | |||
Note payable to related party | $ 194 | $ 193 | $ 189 |
RELATED PARTY TRANSACTIONS - _4
RELATED PARTY TRANSACTIONS - Related party transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Interest Income from Mondee Group Loan | $ 127 | $ 124 | ||
Service fee from Mondee Group LLC | 967 | |||
Rent expense - from Mike Melham | 17 | 17 | ||
Metaminds Software | Offshore IT, sales support and other services | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 35 | $ 90 | $ 428 | |
Metaminds Software | Offshore software development services | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 362 | 1,230 | ||
Repayment of notes to related party | 140 | |||
Metaminds Technologies | Offshore IT, sales support and other services | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 54 | 58 | 230 | 243 |
Metaminds Technologies | Offshore software development services | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 919 | 374 | ||
Interest Income from Mondee Group Loan | 216 | 234 | ||
Metaminds Global | Offshore IT, sales support and other services | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 208 | 720 | ||
Metaminds Global | Offshore software development services | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 831 | 1,036 | ||
Repayment of notes to related party | 78 | 39 | ||
Service fee from Mondee Group LLC | $ 312 | $ 154 | ||
Mondee Group LLC | ||||
Related Party Transaction [Line Items] | ||||
Repayment of notes to related party | 5,034 | |||
Service fee from Mondee Group LLC | 1,223 | |||
Mondee Group Loan | ||||
Related Party Transaction [Line Items] | ||||
Interest Income from Mondee Group Loan | 505 | 496 | ||
LBF Travel Inc | ||||
Related Party Transaction [Line Items] | ||||
Repayment of notes to related party | 1,750 | |||
Mike Melham | ||||
Related Party Transaction [Line Items] | ||||
Rent expense - from Mike Melham | $ 86 | $ 86 |
RELATED PARTY TRANSACTIONS - _5
RELATED PARTY TRANSACTIONS - Additional information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
May 11, 2021 | Jan. 31, 2020 | Jan. 01, 2020 Office | Mar. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2019 USD ($) | Dec. 31, 2020 USD ($) | |
Related Party Transaction [Line Items] | |||||||
Note payable to related party | $ 194 | $ 193 | $ 189 | ||||
Lease term | 5 years | ||||||
Mondee Group LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of service fee | 10% | ||||||
Interest rate | 2.33% | 2.33% | 3% | ||||
Notes Receivable, Term | 10 years | 10 years | |||||
Number of units secured | shares | 14,708 | 14,708 | |||||
Related party borrowings | $ 5,000 | ||||||
CEO | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 2% | 2% | |||||
Note payable to related party | $ 194 | $ 193 | $ 189 | ||||
LBF Travel Inc | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 2% | ||||||
Mike Melham | |||||||
Related Party Transaction [Line Items] | |||||||
Number of office spaces | 2 | 2 | |||||
Lease term | 5 years |
SEGMENT INFORMATION - Amounts d
SEGMENT INFORMATION - Amounts detailed in segment reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Third-party revenue | $ 37,653 | $ 13,494 | ||
Revenue | 37,653 | 13,494 | $ 93,194 | $ 65,796 |
Adjusted EBITDA | 2,213 | (3,637) | ||
Depreciation and amortization | (2,817) | (3,215) | (12,861) | (11,414) |
Stock-based compensation | (80) | (3,936) | (15) | |
Loss from operations | (684) | (6,852) | (22,252) | (35,857) |
Other expense, net | (6,253) | (5,434) | (16,330) | (19,919) |
Loss before provision for income taxes | (6,937) | (12,286) | (38,582) | (55,776) |
Provision for income taxes | (54) | (65) | (323) | 14,042 |
Net income (loss) | (6,991) | (12,351) | (38,905) | (41,734) |
Operating segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Third-party revenue | 93,194 | 65,796 | ||
Revenue | 93,194 | 65,796 | ||
Adjusted EBITDA | 5,455 | 24,428 | ||
Depreciation and amortization | (12,861) | (11,414) | ||
Stock-based compensation | (3,936) | (15) | ||
Loss from operations | (22,252) | (35,857) | ||
Loss before provision for income taxes | (38,582) | (55,776) | ||
Provision for income taxes | 323 | (14,042) | ||
Net income (loss) | $ (38,905) | $ (41,734) | ||
Operating segments | Travel Marketplace | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Third-party revenue | 37,361 | 13,150 | ||
Revenue | 37,361 | 13,150 | ||
Adjusted EBITDA | 2,767 | (3,245) | ||
Depreciation and amortization | (2,679) | (3,067) | ||
Stock-based compensation | (80) | |||
Loss from operations | 8 | (6,312) | ||
Operating segments | SAAS Platform | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Third-party revenue | 292 | 344 | ||
Revenue | 292 | 344 | ||
Adjusted EBITDA | (554) | (392) | ||
Depreciation and amortization | (138) | (148) | ||
Loss from operations | $ (692) | $ (540) |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by geographic area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 37,653 | $ 13,494 | $ 93,194 | $ 65,796 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 35,792 | 13,262 | 91,432 | 64,156 |
International | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 1,861 | $ 232 | $ 1,762 | $ 1,640 |
COMMON STOCK (Details)
COMMON STOCK (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | Dec. 31, 2020 $ / shares shares | |
Class of Stock [Line Items] | |||
Common shares, shares authorized | 1,000 | 1,000 | 1,000 |
Common shares, par value, (per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Common shares, shares issued | 1 | 1 | 1 |
Common shares, shares outstanding | 1 | 1 | 1 |
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized | 1,000 | 1,000 | |
Common shares, par value, (per share) | $ / shares | $ 0.01 | $ 0.01 | |
Common shares, shares issued | 1 | 1 | |
Common shares, shares outstanding | 1 | 1 | |
Number of votes | Vote | 1 | 1 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares granted | 42,288,769 | ||
Class D Management Incentive Units | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares authorizes for issuance | 91,177,477 | ||
Number of shares granted | 0 | 42,288,769 | |
Total unrecognized stock-based compensation expense | $ 1,024 | ||
Total unrecognized stock-based compensation expense expected to be recognized over weighted-average service period | 3 years | ||
Fair value per unit | $ 0.12 | ||
Class D Management Incentive Units | Minimum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value per unit | 0.002 | ||
Class D Management Incentive Units | Maximum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value per unit | $ 0.13 | ||
2021 Grants | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Risk-free interest rate, Minimum | 0.81% | ||
Risk-free interest rate, Maximum | 1.26% | ||
Expected volatility, Minimum | 50.92% | ||
Expected volatility, Maximum | 53.85% | ||
Expected dividend rate | 0% | ||
2021 Grants | Minimum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected term (in years) | 0 years | ||
Weighted average contractual life | 0 years | ||
2021 Grants | Maximum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected term (in years) | 2 years 6 months | ||
Weighted average contractual life | 2 years 6 months | ||
2018 Grants | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Risk-free interest rate | 2.90% | ||
Expected volatility | 26% | ||
Expected dividend rate | 0% | ||
2018 Grants | Minimum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected term (in years) | 0 years | ||
Weighted average contractual life | 0 years | ||
2018 Grants | Maximum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected term (in years) | 2 years 6 months | ||
Weighted average contractual life | 2 years 6 months |
STOCK-BASED COMPENSATION - Ince
STOCK-BASED COMPENSATION - Incentive Units activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Class D Incentive Units Outstanding | ||||
Granted (in shares) | 42,288,769 | |||
Class D Management Incentive Units | ||||
Number of Class D Incentive Units Outstanding | ||||
Unvested at the beginning of the period (in shares) | 10,278,486 | 394,669 | 6,136,479 | |
Granted (in shares) | 0 | 42,288,769 | ||
Vested (in shares) | (89,359) | (29,036,941) | (5,741,810) | |
Forfeited or canceled (in shares) | (50,000) | (3,368,011) | ||
Unvested at the end of the period (in shares) | 10,139,127 | 10,278,486 | 394,669 | 6,136,479 |
Weighted average grant date fair value of units | ||||
Unvested at the beginning of the period (per share) | $ 0.13 | $ 0.003 | $ 0.003 | |
Granted (per share) | 0.12 | |||
Vested (per share) | 0.002 | 0.13 | 0.003 | |
Forfeited or canceled (per share) | 0.002 | |||
Unvested at the end of the period (per share) | $ 0.1 | $ 0.13 | $ 0.003 | $ 0.003 |
Weighted average remaining contractual life (Years) | ||||
Weighted average remaining contractual life (Years) | 1 year 9 months | 2 years | 8 months 1 day | 10 months 2 days |
Weighted average exercise price | ||||
Unvested at the beginning of the period (per share) | $ 0.03 | $ 0.01 | $ 0.01 | |
Unvested at the end of the period (per share) | $ 0.03 | 0.03 | $ 0.01 | $ 0.01 |
Class D Management Incentive Units | Minimum | ||||
Weighted average grant date fair value of units | ||||
Granted (per share) | 0.002 | |||
Class D Management Incentive Units | Maximum | ||||
Weighted average grant date fair value of units | ||||
Granted (per share) | $ 0.13 |
Consolidated Balance Sheets_2
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||||
Cash and cash equivalents | $ 16,590 | $ 15,506 | $ 31,425 | ||
Restricted short-term investments | 8,497 | 8,484 | 9,394 | ||
Restricted cash and cash equivalents | 100 | ||||
Accounts receivable, net of allowance of $5,005, and $3,911, respectively | 17,442 | 10,178 | 5,355 | ||
Contract assets, net of allowance of $1,000 and $500, respectively | 6,504 | 3,935 | 4,420 | ||
Prepaid expenses and other current assets | 5,133 | 2,588 | 2,611 | ||
Total Current Assets | 54,166 | 40,691 | 53,305 | ||
Property and equipment, net | 9,363 | 8,874 | 9,156 | ||
Goodwill | 66,420 | 66,420 | 66,420 | $ 27,277 | |
Intangible assets, net | 62,123 | 63,708 | 71,590 | ||
Loan receivable from related party | 22,181 | 22,054 | 21,547 | ||
Operating lease right-of-use assets | 2,355 | ||||
Other non-current assets | 1,769 | 1,588 | 1,338 | ||
TOTAL ASSETS | 218,377 | 203,335 | 223,356 | ||
Current liabilities | |||||
Accounts payable | 30,011 | 19,529 | 17,414 | ||
Amounts payable to related parties | 1,974 | 716 | 757 | ||
Paycheck Protection Program (PPP) and other government loans, current portion | 477 | 338 | |||
Accrued expenses and other current liabilities | 13,625 | 10,354 | 11,477 | ||
Deferred revenue | 6,406 | 6,450 | 7,265 | ||
Long-term debt, current portion | 13,266 | 11,063 | 8,618 | ||
Total Current Liabilities | 65,759 | 48,450 | 45,531 | ||
Deferred income taxes | 558 | 512 | 328 | ||
Note payable to related party | 194 | 193 | 189 | ||
PPP and other government loans excluding current portion | 1,788 | 1,915 | 4,331 | ||
Long-term debt excluding current portion | 166,111 | 162,170 | 148,027 | ||
Deferred revenue excluding current portion | 13,583 | 14,288 | 16,139 | ||
Operating lease liabilities | 1,774 | ||||
Other long-term liabilities | 2,575 | 2,632 | 356 | ||
TOTAL LIABILITIES | 252,342 | 230,160 | 214,901 | ||
Commitments and contingencies (Note 6) | |||||
Shareholders' Deficit | |||||
Additional paid-in capital | 163,545 | 163,465 | 159,529 | ||
Accumulated other comprehensive (loss) income | (502) | (273) | 38 | ||
Accumulated deficit | (197,008) | (190,017) | (151,112) | ||
Total Shareholders' Deficit | (33,965) | (26,825) | $ (3,957) | 8,455 | $ (9,115) |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | $ 218,377 | $ 203,335 | $ 223,356 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | |||
Accounts receivable, allowance | $ 5,159 | $ 5,005 | $ 3,911 |
Contract assets, allowance | $ 1,000 | $ 1,000 | $ 500 |
Common shares, par value, (per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common shares, shares authorized | 1,000 | 1,000 | 1,000 |
Common shares, shares issued | 1 | 1 | 1 |
Common shares, shares outstanding | 1 | 1 | 1 |
Consolidated Statements of Op_2
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenues, net | $ 37,653 | $ 13,494 | $ 93,194 | $ 65,796 |
Operating expenses: | ||||
Marketing expenses | 23,171 | 8,242 | 54,611 | 39,501 |
Sales and other expenses, including non-employee stock-based compensation of $16 and $0, respectively | 2,824 | 1,207 | 11,165 | 14,434 |
Personnel expenses, including stock-based compensation of $3,920 and $15, respectively | 5,572 | 4,135 | 23,422 | 20,658 |
General and administrative expenses | 2,440 | 1,687 | 7,455 | 7,736 |
Information technology expenses | 1,306 | 1,025 | 4,058 | 3,255 |
Provision for doubtful accounts receivable and contract assets | 207 | 835 | 1,874 | 4,655 |
Depreciation and amortization | 2,817 | 3,215 | 12,861 | 11,414 |
Total operating expenses | 38,337 | 20,346 | 115,446 | 101,653 |
Loss from operations | (684) | (6,852) | (22,252) | (35,857) |
Other income (expense): | ||||
Interest income | 127 | 124 | 505 | 508 |
Interest expense | (6,229) | (5,549) | (23,683) | (20,410) |
Gain on forgiveness of PPP loan | 5,868 | |||
Other income (expense), net | (151) | (9) | 980 | (17) |
Other income, net | (6,253) | (5,434) | (16,330) | (19,919) |
Loss before provision for income taxes | (6,937) | (12,286) | (38,582) | (55,776) |
Provision for Benefit income taxes | (54) | (65) | (323) | 14,042 |
Net income (loss) | $ (6,991) | $ (12,351) | $ (38,905) | $ (41,734) |
Consolidated Statements of Op_3
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allocated share based compensation | $ 80 | $ 3,936 | $ 15 | |
Sales and other expenses | ||||
Allocated share based compensation | 6 | $ 0 | 16 | 0 |
Personnel expenses | ||||
Allocated share based compensation | $ 74 | $ 0 | $ 3,920 | $ 15 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Consolidated Statements of Comprehensive Loss | ||||
Net income (loss) | $ (6,991) | $ (12,351) | $ (38,905) | $ (41,734) |
Currency translation adjustment | (229) | (61) | (311) | 1 |
Comprehensive loss | $ (7,220) | $ (12,412) | $ (39,216) | $ (41,733) |
Consolidated Statements of Mezz
Consolidated Statements of Mezzanine Equity and Stockholders' Deficit - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital Cosmopolitan Travel Services, Inc | Additional Paid-in Capital Rocketrip | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Cosmopolitan Travel Services, Inc | Rocketrip | Total |
Balance at beginning (in shares) at Dec. 31, 2019 | 1 | ||||||||
Balance at the beginning at Dec. 31, 2019 | $ 100,226 | $ 37 | $ (109,378) | $ (9,115) | |||||
Stock based compensation | 15 | 15 | |||||||
Parent unit issued for acquisition | $ 10,428 | $ 699 | $ 10,428 | $ 699 | |||||
Parent put options issued for acquisition | $ 25,020 | $ 5,045 | $ 25,020 | $ 5,045 | |||||
Parent unit issued to lenders | 6,525 | 6,525 | |||||||
Capital contribution from Parent | 11,571 | 11,571 | |||||||
Currency translation adjustment | 1 | 1 | |||||||
Net income (loss) | (41,734) | $ (41,734) | |||||||
Balance at ending (in shares) at Dec. 31, 2020 | 1 | 1 | |||||||
Balance at the end at Dec. 31, 2020 | 159,529 | 38 | (151,112) | $ 8,455 | |||||
Balance at ending (in shares) at Dec. 31, 2020 | 1 | 1 | |||||||
Balance at the end at Dec. 31, 2020 | 159,529 | 38 | (151,112) | $ 8,455 | |||||
Currency translation adjustment | (61) | (61) | |||||||
Net income (loss) | (12,351) | (12,351) | |||||||
Balance at ending (in shares) at Mar. 31, 2021 | 1 | ||||||||
Balance at the end at Mar. 31, 2021 | 159,529 | (23) | (163,463) | $ (3,957) | |||||
Balance at beginning (in shares) at Dec. 31, 2020 | 1 | 1 | |||||||
Balance at the beginning at Dec. 31, 2020 | 159,529 | 38 | (151,112) | $ 8,455 | |||||
Stock based compensation | 3,936 | 3,936 | |||||||
Currency translation adjustment | (311) | (311) | |||||||
Net income (loss) | (38,905) | $ (38,905) | |||||||
Balance at ending (in shares) at Dec. 31, 2021 | 1 | 1 | |||||||
Balance at the end at Dec. 31, 2021 | 163,465 | (273) | (190,017) | $ (26,825) | |||||
Stock based compensation | 80 | 80 | |||||||
Currency translation adjustment | (229) | (229) | |||||||
Net income (loss) | (6,991) | $ (6,991) | |||||||
Balance at ending (in shares) at Mar. 31, 2022 | 1 | 1 | |||||||
Balance at the end at Mar. 31, 2022 | $ 163,545 | $ (502) | $ (197,008) | $ (33,965) |
Consolidated Statements of Ca_3
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net income | $ (38,905) | $ (41,734) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization expense | 12,861 | 11,414 |
Deferred taxes | 184 | (13,941) |
Provision for doubtful accounts receivable and contract assets | 1,874 | 4,655 |
Stock-based compensation | 3,936 | 15 |
Amortization of loan origination fees | 2,361 | 551 |
Payment in kind interest expense | 14,582 | 19,619 |
Gain on forgiveness of PPP loan | (5,868) | |
Change in the estimated fair value of earn-out consideration | 265 | (66) |
Changes in operating assets and liabilities | ||
Accounts receivable | (6,697) | 11,505 |
Contract assets | 485 | 19,555 |
Prepaid expenses and other current assets | 23 | 1,011 |
Other non-current assets | (757) | 38 |
Amounts payable to related parties, current portion | (358) | |
Accounts payable | 2,115 | (19,459) |
Accrued expenses and other current liabilities | 892 | 2,488 |
Deferred revenue | (2,666) | 687 |
Net cash used in operating activities | (15,673) | (3,662) |
Cash flows from investing activities | ||
Capital expenditure | (4,022) | (4,061) |
Cash paid for the acquisition; net of cash acquired | (34,912) | |
Purchase of restricted short-term investments | (195) | |
Sale of restricted short-term investments | 910 | 1,458 |
Net cash used in investing activities | (3,112) | (37,710) |
Cash flows from financing activities | ||
Repayments of long-term debt | (638) | (1,269) |
Proceeds from issuance of long-term debt | 55,000 | |
Loan origination fees for long-term debt | (75) | (1,762) |
Proceeds from PPP and other government loans | 3,790 | 4,331 |
Capital contribution from Parent | 11,571 | |
Repayment of Related Party Loan | (6,784) | |
Net cash provided by financing activities | 3,077 | 61,087 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (311) | 1 |
Net Change in Cash | (16,019) | 19,716 |
Cash - Beginning | 31,525 | 11,809 |
Cash - Ending | 15,506 | 31,525 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the year for interest | 6,740 | 316 |
Cash paid during the year for income taxes | $ 82 | 711 |
Supplemental schedule of noncash investing and financing activities | ||
Fair value of Parent units issued to lenders | 6,525 | |
CTS | ||
Supplemental schedule of noncash investing and financing activities | ||
Fair value of Parent units and Put Options in connection with acquisition of CTS | 35,448 | |
Rocketrip | ||
Supplemental schedule of noncash investing and financing activities | ||
Fair value of Parent units and Put Options in connection with acquisition of CTS | $ 5,744 |
NATURE OF OPERATIONS_2
NATURE OF OPERATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
NATURE OF OPERATIONS | ||
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Mondee Holdings II, Inc., a wholly owned subsidiary of Mondee Holdings, LLC (“Holdings”, “Parent”), is a Delaware corporation formed on April 25, 2012. We refer to Mondee Holdings II, Inc. and its subsidiaries collectively as “Mondee,” the “Company,” “us,” “we” and “our” in these condensed consolidated financial statements. Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. Mondee provides state-of-the art technologies, operating systems and services that modernize travel market transactions to better serve travelers seeking enhanced life-style choices directly or through travel affiliates. These technology- led platforms, combined with Mondee’s distribution network, access to global travel inventory and its extensive, negotiated travel content, create a modern travel marketplace. The Company believes this modern travel marketplace provides enhanced options to the increasingly discerning traveler, on efficient consumer- friendly distribution platforms that support its travel supplier partners in utilizing highly perishable travel inventory. In addition to the rapid development of a modern travel marketplace, Mondee is increasingly focused on expanding its marketplace to the gig economy segment of the travel market. The Company believes gig workers are seeking more flexible, diverse content travel services and that its platform is well suited to serve them. The Company also offers a new subscription incentive-based behavioral change platform that is designed to be user-friendly to make booking business trips rewarding for both the traveler and the corporation. Basis of presentation The condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. The condensed consolidated financial statements as of March 31, 2022 and March 31, 2021 and accompanying notes are unaudited. The condensed consolidated balance sheet as of December 31, 2021, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021, which provide a more complete discussion of the Company’s accounting policies and certain other information. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2022 and the results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The condensed consolidated financial statements include the accounts of the Company and its wholly- owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. There have been no changes in accounting policies during the three months ended March 31, 2022 from those disclosed in the annual consolidated financial statements and related notes for the year ended December 31, 2021, except as described in “Recently Adopted Accounting Pronouncements” below. Special Purpose Acquisition Company In December 2021, the Company entered into an agreement and plans to merge (“the Merger”) with a subsidiary of ITHAX Acquisition Corp. (“ITHAX”), a publicly traded special purpose acquisition company. The Company’s existing shareholders will retain 100% of their equity, which converts to 61.6% ownership of the outstanding shares of the post-combination company at closing, assuming no redemptions by ITHAX’s public shareholders. The transaction is expected to be completed during 2022. However, there can be no assurance as to when or if the closing of the Merger will occur. As a result of the proposed Merger, Mondee Holdings II, Inc. will be the surviving company and it will be renamed as “Mondee Holdings, Inc.” Going concern The Company has prepared its condensed consolidated financial statements assuming that the Company will continue as a going concern. The Company is required to make debt repayments aggregating to $13,743 and $9,742 up to March 31, 2023 and March 31, 2024, respectively. As of March 31, 2022, current liabilities are $65,759 and current assets are $54,166. Given that the Company has historically generated recurring net losses and negative cash flows from operations, it may be unable to make such specified debt repayments from operations when the balance is due. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, as of the date on which these condensed consolidated financial statements were available to be issued, the Company believes that its cash on hand, together with cash generated from sales and available line of credit, as further outlined immediately below, will satisfy its working capital and capital requirements for at least the next twelve months and accordingly, substantial doubt about the Company’s ability to continue as a going concern is alleviated. In December 2021, the Company entered the Merger with ITHAX, see above for further details. Upon the consummation of the Merger, the Company’s future reported cash balance is estimated to increase by $172,000 assuming maximum shareholder redemption of common stock, or $307,000 assuming no redemptions, including up to $70,000 in gross proceeds from the Private Investment in Public Equity (“PIPE”) financing. Further, the Company has $16,590 of un-restricted cash and $15,000 in unused line of credit as of March 31, 2022, and Mondee was able to generate positive cash flow from operating activities in the three month period ending March 31, 2022. Although travel volumes remain materially lower than historic levels, travel trends improved during second half of 2020, and in 2021 and the first quarter of 2022. Management expects this will result in working capital benefits and positive cash flow. It remains difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery. COVID-19 During 2020, the COVID-19 pandemic had severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. The spread of new variants of COVID-19 has caused uncertainty as to when restrictions will be lifted, if additional restrictions may be initiated or reimposed, if there will be permanent changes to travel behavior patterns, and the timing of distribution and administration of COVID-19 vaccines and other medical interventions globally. Overall, the full duration and total impact of COVID-19 remains uncertain, and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward. Even though there have been some improvements in the economic and operating conditions for our business since the outset of the COVID-19 pandemic, we cannot predict the long-term effects of the pandemic on our business or the travel and restaurant industries as a whole. If the travel industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to our operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers. Given the severe downturn in the global travel industry and the financial difficulties faced by many of our travel service providers, customers and marketing affiliates, we have increased our provision for allowance for doubtful accounts on receivables from our travel service providers and marketing affiliates. Moreover, due to the high level of cancellations of existing reservations, we have incurred, and may continue to incur, higher than normal cash outlays on chargebacks for prepaid reservations, including certain situations where we have already transferred the prepayment to the travel service provider. Any material increases in our allowance for doubtful accounts and chargebacks would have a corresponding adverse effect on our results of operations and related cash flows. | 1. NATURE OF OPERATIONS Mondee Holdings II, Inc., a wholly owned subsidiary of Mondee Holdings, LLC (“Holdings”, “Parent”), is a Delaware corporation formed on April 25, 2012. We refer to Mondee Holdings II, Inc. and its subsidiaries collectively as “Mondee,” the “Company,” “us,” “we” and “our” in these consolidated financial statements. Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. Mondee provides state-of-the art technologies, operating systems and services that modernize travel market transactions to better serve travelers seeking enhanced life-style choices directly or through travel affiliates. These technology-led platforms, combined with Mondee’s distribution network, access to global travel inventory and its extensive, negotiated travel content, create a modern travel marketplace. The Company believes this modern travel marketplace provides enhanced options to the increasingly discerning traveler, on efficient consumer- friendly distribution platforms that support its travel supplier partners in utilizing highly perishable travel inventory. In addition to the rapid development of a modern travel marketplace, Mondee is increasingly focused on expanding its marketplace to the gig economy segment of the travel market. The Company believes gig workers are seeking more flexible, diverse content travel services and that its platform is well suited to serve them. The Company also offers a new subscription incentive-based behavioral change platform that is designed to be user-friendly to make booking business trips rewarding for both the traveler and the corporation. Basis of presentation The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Revisions of Previously Issued Financial Statements During the preparation of the consolidated financial statements for year 2021, we identified a misstatement related to the related party disclosure in previously issued financial statements for the years ended December 31, 2020 and December 31, 2019. The previously disclosed related party transaction and balances at year end with respect to affiliate entities were not bifurcated between the three legal entities operating under the same brand name. This misstatement only impacted the footnote disclosure and did not impact previously reported consolidated financial statements. We assessed the materiality of the misstatement and concluded it was not material to the Company’s previously issued consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and that amendments of previously issued financial statements were therefore not required. However, we elected to revise the previously reported amounts in the related party disclosure to bifurcate the transactions for the year ended and balances as at year end between the three legal entities. The revision applies to the previously reported amounts for related party transactions for the year ended December 31, 2020. Special Purpose Acquisition Company In December 2021, the Company entered into an agreement and plans to merge (“the Merger”) with a subsidiary of ITHAX Acquisition Corp. (“ITHAX”), a publicly traded special purpose acquisition company. The Company’s existing shareholders will retain 100% of their equity, which converts to 62.9% ownership of the outstanding shares of the post-combination company at closing, assuming no redemptions by ITHAX’s public shareholders. The transaction is expected to be completed during 2022. However, there can be no assurance as to when or if the closing of the Merger will occur. As a result of the proposed Merger, Mondee Holdings II, Inc. will be the surviving company and it will be renamed as “Mondee Holdings, Inc.” Going concern The Company has prepared its consolidated financial statements assuming that the Company will continue as a going concern. As of December 31, 2021, the Company is required to make debt repayments aggregating to $11,401 and $9,814 in 2022 and 2023, respectively. The Company applied for and received gross proceeds of $3,576 in February 2021 from the second tranches of the PPP loan, of which $1,576 has been forgiven as of December 31, 2021. While the Company currently believes that its use of the remaining PPP loan proceeds will meet the conditions for forgiveness of the PPP loan, it is not guaranteed. As of December 31, 2021, current liabilities are In December 2021, the Company entered the Merger with ITHAX, see above for further details. Upon the consummation of the Merger, the Company’s future reported cash balance is estimated to increase by $150,000 assuming maximum shareholder redemption of common stock, or $267,144 assuming no redemptions, including up to $50,000 in gross proceeds from the Private Investment in Public Equity (“PIPE”) financing. Further, the Company has $15,506 of un-restricted cash and $15,000 in unused line of credit as of December 31, 2021. Although travel volumes remain materially lower than historic levels, travel trends improved during the second half of 2020, and in 2021. Management expects this would result in working capital benefits and positive cash flow more akin to typical historical trends. It remains difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery. COVID-19 During 2020, the COVID-19 pandemic has severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. The spread of new variants of COVID-19 has caused uncertainty as to when restrictions will be lifted, if additional restrictions may be initiated or reimposed, if there will be permanent changes to travel behavior patterns, and the timing of distribution and administration of COVID-19 vaccines and other medical interventions globally. Overall, the full duration and total impact of COVID-19 remains uncertain, and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward. Even though there have been some improvements in the economic and operating conditions for our business since the outset of the COVID-19 pandemic, we cannot predict the long-term effects of the pandemic on its business or the travel and restaurant industries as a whole. If the travel industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to our operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers. Given the severe downturn in the global travel industry and the financial difficulties faced by many of our travel service providers, customers and marketing affiliates, we have increased our provision for allowance for doubtful accounts on receivables from our travel service providers and marketing affiliates. Moreover, due to the high level of cancellations of existing reservations, we have incurred, and may continue to incur, higher than normal cash outlays on chargebacks for prepaid reservations, including certain situations where we have already transferred the prepayment to the travel service provider. Any material increases in our allowance for doubtful accounts and chargebacks would have a corresponding adverse effect on our results of operations and related cash flows. |
SUMMARY OF SIGNIFICANT ACCOU_16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Other than policies noted below, there have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020. Use of estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, the determination of the incremental borrowing rate used for operating lease liabilities, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long-lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. Certain risks and concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company does not consider there to be significant concentration of credit risk relating to accounts receivable. The Company’s cash and cash equivalents and restricted cash are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. 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 and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. Deferred offering costs Deferred offering costs, which consist of direct incremental legal, consulting, and accounting fees and printer costs relating to an anticipated public offering, are capitalized and will be offset against proceeds upon the consummation of the offering. In the event the offering is terminated, the deferred offering costs will be expensed. As of March 31, 2022 the Company had $2,255 of deferred offering costs in prepaid expenses and other currents assets on the condensed consolidated balance sheets. No amounts were capitalized as of December 31, 2021. Recently adopted accounting pronouncements On January 1, 2022, the Company adopted FASB ASU No. 2016-02, Leases (Topic 842), which requires recognition of right-of-use (“ROU”) assets and lease liabilities for most leases on the Company’s condensed consolidated balance sheet. The Company adopted Topic 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11. As a result, the Company was not required to adjust its comparative periods’ financial information for effects of the standard or make the new required lease disclosures for the periods before the date of adoption (i.e., January 1, 2022). The Company elected the package of practical expedients which allowed the Company not to reassess (1) whether existing or expired contracts, as of the adoption date, contain leases, (2) the lease classification for existing leases, and (3) whether existing initial direct costs meet the new definition. The Company also elected the practical expedient to not separate lease and non-lease components for its facility leases. The Company notes that adopting the new standard resulted in recording a lease liability and right- of-use asset associated with the Company’s facility lease agreement totaling $2,282 and $2,200, respectively as of January 1, 2022. Recent accounting pronouncements not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for public and private companies’ fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and December 15, 2022, respectively. The Company is currently evaluating the impact on the Company’s condensed consolidated financial statements. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long- lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. Cash, cash equivalents, restricted cash, and restricted short-term investments We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and various deposit accounts. We record certificate of deposits (“CDs”) with original maturities greater than three months as short-term investments on the consolidated balance sheets. These investments are held to maturity and recorded at amortized cost basis. We have entered into agreements with financial institutions to extend letters of credit to certain airlines and the Airlines Reporting Corporation (“ARC”). These letters of credit are extended to secure payment for the potential purchase of airline tickets in the ordinary course of business. We have placed short-term certificates of deposits and investment in money market funds with financial institutions as collateral under these arrangements and accordingly they have been presented as ‘restricted short-term investments’ and ‘restricted cash and cash equivalents’, respectively, on the consolidated balance sheets. The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows: As of December 31, 2021 2020 Cash and cash equivalents $ 15,506 $ 31,425 Restricted cash — 100 $ 15,506 $ 31,525 Accounts receivable and allowance for doubtful accounts Accounts receivable from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. The allowance for doubtful accounts and contract assets was estimated based on historical experience, aging of the receivable, credit quality of the customers, economic trends and other factors that may affect our ability to collect from customers. Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis using mid-month convention over the estimated useful lives of the related assets. Repairs and maintenance expenditures are expensed as incurred. Leasehold improvements are amortized over the shorter of the useful life or lease term. Our property and equipment are assigned the following useful lives: Useful Lives Computer equipment 3 – 7 years Furniture and office equipment 5 – 7 years Capitalized software 3 years Website and internal-use software development costs Acquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements which is considered to be three years. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. Business combination The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in our consolidated statements of operations. Identifiable assets (including intangible assets) and liabilities assumed (including contingent liabilities) are measured initially at their fair values at the acquisition date. We recognize goodwill if the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires us to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. Our estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. We include the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. Our acquisitions include an earn-out consideration as part of the purchase price that is classified as a liability. The fair value of the earn-out consideration is estimated as of the acquisition date based on our estimates and assumptions, including valuations that utilize customary valuation procedures and technique. The fair value measurement includes inputs that are Level 3 measurement (unobservable inputs in which little or no market data exists). Should actual results increase or decrease as compared to the assumption used in our analysis, the fair value of the earn-out consideration obligations will increase or decrease, as applicable. Changes in the fair value of the earn-out consideration are recorded within operating expenses. Recoverability of goodwill and indefinite-lived intangible assets Goodwill is not subject to amortization and is tested annually or more when events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we typically perform our qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the goodwill is more likely than not impaired. If a quantitative assessment is made we compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit’s carrying amount over its fair value. We generally base our measurement of fair value of reporting units, on a blended analysis of the present value of future discounted cash flows and market valuation approach. The discounted cash flows model indicates the fair value of the reporting units based on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: our weighted average cost of capital; long-term rate of growth and profitability of our business; and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison of the Company to comparable publicly traded firms in similar lines of business. Our significant estimates in the market approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting units. We believe the weighted use of discounted cash flows and market approach is the best method for determining the fair value of our reporting units because these are the most common valuation methodologies used within the travel and internet industries; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis. In our evaluation of our indefinite-lived intangible assets, we typically first perform a qualitative assessment prior to performing the quantitative analysis, to determine whether the fair value of the indefinite- lived intangible asset is more likely than not impaired. An impairment charge is recorded for the excess of the carrying value of indefinite-lived intangible assets over their fair value, if necessary. We base our measurement of fair value of indefinite-lived intangible assets, which consist of trade name, using the relief- from-royalty method. This method assumes that the trade name has value to the extent that its owner is relieved of the obligation to pay royalties for the benefits received from them. Intangible assets Intangible assets are amortized over the period of estimated benefit using the straight-line method, as the consumption pattern of the asset is not apparent. No significant residual value is estimated for intangible assets. Amortization Period Covenants not to compete 5 years Trade name with definite life 20 years Acquired technology 10 years Customer relationships 5 – 10 years Supplier relationships 15 years Developed technology 5 – 10 years Recoverability of intangible assets with definite lives and other long-lived assets Intangible assets with definite lives and other long-lived assets are carried at cost and are amortized on a straight-line basis over their estimated useful lives of one property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we will assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value. Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell. Revenue recognition Our revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel suppliers through our platforms. These services are primarily related to reservation of airline tickets. It also includes, to a lesser extent, services related to reservation of hotel accommodation, rental car, travel insurance and other travel products and services. While we generally refer to a consumer that books travel reservation services on our platforms as our customer, for accounting purposes; our customers are the travel suppliers. Our contracts with travel suppliers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to us. Therefore, we are an agent in a transaction and our revenues are presented on a net basis (that is, the amount billed to a traveler less the amount paid to a travel supplier) in the consolidated statements of operations. Our revenue is earned through service fees, margins and commissions. We earn incentives from airline companies which are recognized based on the achievement of targets set by contract, that mainly relate to the amount of airline ticket bookings that have been flown, and consequently are not subject to cancellation. We also receive incentives from our Global Distribution System (“GDS”) service providers based on the volume of segment bookings mediated by us through the GDS systems. In addition to the above travel-related revenue, we also generate revenue from incentives received from credit card companies for ancillary services based on the volume of transaction amount processed by us. Revenue from service fee, margin and commission on sale of airline tickets is recognized when the traveler books the airline ticket as the performance obligation is satisfied by us on issuance of an airline ticket to the traveler. Revenue is recorded net of cancellation, refunds and chargebacks. In the event of cancellation of airline tickets, revenue recognized in respect of commissions and margins earned by us on such tickets is reversed and is netted off from the revenue earned during the fiscal period at the time the cancellation is made by the customers. Revenue from commission and margin on other travel products and services is recognized when the traveler completes the reservation as our performance obligation is satisfied at that point. Revenue relating to contracts with travel suppliers which include incentive payments from airline companies and GDS are accounted for as variable consideration when the amount of revenue to be recognized can be estimated to the extent that it is probable that a significant reversal of any incremental revenue will not occur. This revenue is recognized net off cancellations, refunds and shortfall penalty fees, as applicable, at a time when performance targets are achieved. When an airline ticket is purchased, there is a risk of customer chargebacks including those related to fraud. We record estimates for chargebacks of our fees or margin or commission earned upon sale of airline tickets as variable consideration. We record estimates for losses related to chargebacks of the cost of tickets as an operating expense classified within sales and other expense. Reserves are recorded based on our assessment of various factors, including the amounts of actual chargeback activity during the current year. Our ‘Rocketrip’ platform offers a corporate travel cost savings solution through its technology platform. We generate subscription and set-up revenue from customers who are provided access to our platform as software-as-a-service. Revenue is recognized over the term of the contract. ‘Tripplanet’ is an end-to-end business travel platform for small to medium sized businesses, membership organizations, associations, educational institutions, and NGOs. The platform combines Mondee’s global content hub, marketplace, and conversational commerce engine to provide organizations discounted rates for airfare, hotels, and cars using our private platform. Individuals within these organizations can also utilize the platform for leisure travel. The platform is set up as a subscription base service where revenue is recognized over the term of the contract. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied. ‘Unpub’ provides consumer groups access to a subscription based private membership travel platform where they can purchase flights, reserve hotel rooms and rental cars, and receive member benefits. Revenue related to the subscription platform is recorded over the contract period. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied. Sales and other expenses Sales and other expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations, fraud protection services and other services; (3) customer relations costs and (4) customer chargeback provisions. Personnel expenses Personnel expenses consist of compensation to the Company’s personnel, including salaries, stock- based compensation, bonuses, payroll taxes and employee health and other benefits. Marketing expenses We report advertising and affiliate marketing costs under “Marketing expenses” in the consolidated statements of operations. Advertising costs are expensed as incurred. These costs primarily consist of direct costs from search engines and internet portals, television, radio and print spending, private label, public relations, and other costs. The Company incurred advertising expenses of approximately $16,595 and $11,455 during the years ended December 31, 2021, and 2020, respectively. The Company makes use of affiliate marketing to promote airline ticket sales and generate bookings through its websites and platform. The platform provides affiliates with technology and access to a wide range of products and services. The Company pays commission to third party affiliates for the bookings originated through the Company’s websites and platform based on targeted merchandising and promotional strategies implemented by the Company from time to time. Information technology Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and web hosting costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company’s services. Debt issuance costs and debt discounts Debt issuance costs include costs incurred in connection with the issuance of debt, which are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability and are amortized over the term of the debt to interest expense. Debt issuance costs of the revolving credit facility are amortized on a straight-line basis, while all other debt issuance costs are amortized using the effective interest method. Debt discounts incurred in connection with the issuance of debt have been reported as a direct deduction to the carrying value of debt and are being amortized to interest expense using the effective interest method. Amortization of debt issuance costs and debt discounts included in interest expense was Stock-based compensation The Company’s employees and independent consultants participate in Parent’s stock-based compensation plans. Stock-based compensation expense has been allocated by the Company based on the awards and terms granted to the Company’s employees and independent consultants. The fair value of awards in the Parent issued to the Company’s employees are treated as capital contributions and the associated stock-based compensation expense are expensed on the Company’s Statements of Operations. The Company accounts for stock-based awards in accordance with ASC 718, Compensation — Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values. The Company uses the estimated grant date calculated fair value method of accounting for all share based payment awards. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of four years. The Company estimates the fair value of awards using the Black-Scholes option pricing model. The model requires management to make a number of assumptions including expected volatility, expected term, risk free interest rate and expected dividends. The fair value of the awards is expensed over the related service period which is typically the vesting period. Equity based compensation expense is based on awards that are expected to vest. The Company accounts for forfeitures as they occur. The Company evaluates the assumptions used to value its share based awards on an annual basis. Employee benefits Contributions to defined contribution plans are charged to the consolidated statements of operations in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are recognized in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recognized as a component of net periodic cost. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions. These assumptions may not be within the control of the Company and accordingly it is reasonably possible that these assumptions could change in future periods. The Company reports the net periodic cost under personnel expenses on the consolidated statement of operations. The Company recognizes its liabilities for compensated absences depending on whether the obligation is attributable to employee services already rendered, rights to compensated absences vest or accumulate and payment is probable and estimable. Income taxes The Company is subject to payment of federal and state income taxes in the U.S. and other forms of income taxes in other jurisdictions. Consequently, the Company determines its consolidated provision for income taxes based on tax obligations incurred using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, the Company believes it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company evaluates uncertain tax positions to determine if it is more likely than not that they would be sustained upon examination. The Company records a liability when such uncertainties fail to meet the more likely than not threshold. A US shareholder is subject to current tax on “global intangible low-taxed income” (GILTI) of its controlled foreign corporations (CFCs). The Company is subject to tax under GILTI provisions and includes its CFCs income in its US income tax provision in the period the CFCs earn the income. Foreign currency translation The assets and liabilities of subsidiaries whose functional currency is other than the U.S. dollar are translated at the period end rate of exchange. Consolidated statements of operations items are translated at the average rates prevailing during the period. The resulting translation adjustment is recorded as a component of accumulated other comprehensive income (loss) and is included in consolidated statements of stockholder’s equity (deficit). Foreign currency transactions Transactions in foreign currencies are translated into the functional currency at the rates of exchange prevailing at the date of the transaction. Monetary items denominated in foreign currency remaining unsettled at the end of the year are translated at the closing rates as of the last day of the year. Gains or losses, if any, on account of exchange difference either on settlement or translation are recognized in consolidated statements of operations. Foreign currency transaction gains and losses will be included in “Other income (expense), net” in the Company’s consolidated statements of operations. Comprehensive loss Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss includes gains and losses on foreign currency translation. Segment reporting We identify a business as an operating segment if: i) it engages in business activities from which it may earn revenues and incur expenses; ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer (‘CEO’), to make decisions about resources to be allocated to the segment and assess its performance; and iii) it has available discrete financial information. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. Operating segments are aggregated into a reportable segment if the operating segments are determined to have similar economic characteristics and if the operating segments are similar in the following areas: i) nature of products and services; ii) nature of production processes; iii) type or class of customer for their products and services; iv) methods used to distribute the products or provide services; and v) if applicable, the nature of the regulatory environment. We have two operating segments: ‘Travel Marketplace’ and ‘SAAS Platform’. The Travel Marketplace segment (transactional business serving the end travelers directly or through travel affiliates) primarily consists of selling airline tickets through our proprietary platform. The SAAS Platform segment offers corporate travel cost savings solutions through its own technology platform. Our operating segments are also our reportable segments. See Note 14 for segment information. Fair value measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: ● Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. ● Level 2 — Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets, but corroborated by market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. Certain risks and concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. The Company does not consider there to be significant concentration of credit risk relating to accounts receivables. The Company’s cash and cash equivalents and restricted cash are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprise of amounts due from affiliates, airline companies and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. Contingent liabilities Loss contingencies arise from claims and assessments and pending or threatened litigation that may be brought against the Company by individuals, governments, or other entities. Based on the Company’s assessment of loss contingencies at each consolidated balance sheet date, a loss is recorded in the consolidated financial statements if it is probable that an asset has been impaired, or liability has been incurred and the amount of the loss can be reasonably estimated. If the amount cannot be reasonably estimated, we disclose information about the contingency in the consolidated financial statements. We also disclose information in the consolidated financial statements about reasonably possible loss contingencies. The Company will review the developments in the contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed. The Company will adjust provisions and changes to its disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of loss. These estimates have been base |
FAIR VALUE MEASUREMENT_2
FAIR VALUE MEASUREMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | ||
FAIR VALUE MEASUREMENT | 3. FAIR VALUE MEASUREMENT The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table sets forth the Company’s financial liabilities that were measured at fair value, on a recurring basis: March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Earn-out consideration (1) — $ — $ 762 $ 762 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Earn-out consideration (1) $ — $ — $ 597 $ 597 (1) The earn-out consideration represents arrangements to pay the former owners of LBF, acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and three month ended March 31, 2022. As of March 31, 2022, there was no payment given the Company did not meet the EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) threshold required. Earn-out consideration is included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. For Level 3 earn-out consideration, the Company assesses the fair value of expected earn-out consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earn-out consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earn- out. The earn-out consideration is included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. Change in the fair value of earn-out consideration is reflected in our condensed consolidated statements of operations. Changes to the unobservable inputs do not have a material impact on the Company’s condensed consolidated financial statements. Rollforward of Level 3 Recurring Fair Value Measurements The following table summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3): March 31, March 31, 2022 2021 Balance, beginning of period $ 597 $ 332 Change in the estimated fair value of earn-out consideration 165 208 Balance, end of period $ 762 $ 540 The fair value of Company’s short term financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated their carrying values as of March 31, 2022 and December 31, 2021, due to their short-term nature. The Company’s restricted short-term investments are certificate of deposits held at banks and it is management’s intent to hold to maturity. As such, the Company records restricted short-term investments and long-term debt due from related parties on an amortized cost basis. There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the three-month period ended March 31, 2022 and for the year ended December 31, 2021. Assets Measured at Fair Value on a Nonrecurring Basis Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur. As of March 31, 2022 and March 31, 2021 the Company has not recorded any impairment charges on non-financial assets. | 3. FAIR VALUE MEASUREMENT The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis: December 31, 2021 Level 1 Level 2 Level 3 Total Assets Restricted cash and cash equivalents (1) — — — — Total assets $ — $ — $ — $ — Liabilities Earn-out consideration (2) — $ — $ 597 $ 597 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Restricted cash and cash equivalents (1) 100 — — 100 Total assets $ 100 $ — $ — $ 100 Liabilities Earn-out consideration (2) $ — $ — $ 332 $ 332 (1) Includes money market funds that are highly liquid investments with maturity periods of three months or less. (2) The earn-out consideration represents arrangements to pay the former owners of LBF, acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and 2022. Earn-out consideration is included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. For Level 3 earn-out consideration, the Company assesses the fair value of expected earn-out consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earn-out consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earn- out. The earn-out consideration is included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. Change in the fair value of earn-out consideration is reflected in our consolidated statements of operations. Changes to the unobservable inputs do not have a material impact on the Company’s consolidated financial statements. Rollforward of Level 3 Recurring Fair Value Measurements The following table summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (in thousand): For the Year Ended December 31, 2021 2020 Balance, beginning of year $ 332 $ 398 Change in the estimated fair value of earn-out consideration 265 (66) Balance, end of year $ 597 $ 332 The fair value of Company’s short term financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated their carrying values as of December 31, 2021, and 2020, due to their short-term nature. The Company records restricted short-term investments and long-term debt due from related parties on an amortized cost basis. There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the years ended December 31, 2021 and 2020. Assets Measured at Fair Value on a Nonrecurring Basis Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur. As of December 31, 2021 and 2020 the Company has not recorded any impairment chargers on non-financial assets. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: As of December 31, 2021 2020 Capitalized software $ 27,606 $ 19,326 Computer equipment 749 655 Furniture and office equipment 428 357 Leasehold improvements 233 233 Capitalized software development in process 1,218 4,898 Total property and equipment 30,234 25,469 Less: accumulated depreciation and amortization (21,360) (16,313) Total property and equipment, net $ 8,874 $ 9,156 Depreciation and amortization expense was $4,979 and $3,513 for the years ended December 31, 2021, and 2020, respectively. Capitalized software development costs during the years ended December 31, 2021, and 2020 was $4,600 and $4,898, respectively. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
GOODWILL AND INTANGIBLE ASSETS, NET | |
GOODWILL AND INTANGIBLE ASSETS, NET | 5. GOODWILL AND INTANGIBLE ASSETS, NET The following table presents our goodwill and intangible assets as of December 31, 2021 and 2020, As of December 31, 2021 2020 Goodwill $ 66,420 $ 66,420 Intangible assets with indefinite lives 12,028 12,028 Intangible assets with definitive lives, net 51,680 59,562 Impairment Assessments. Goodwill. Travel SAAS Marketplace Platform Total Balance as of December 31, 2019 $ 27,277 $ — $ 27,277 Additions 31,722 7,421 39,143 Impairment charges — — — Balance as of December 31, 2020 58,999 7,421 66,420 Additions — — — Impairment charges — — — Balance as of December 31, 2021 $ 58,999 $ 7,421 $ 66,420 Indefinite-lived Intangible Assets. Definite life Intangible assets, net consisted of the following as of December 31, 2021: Weighted- average Remaining Gross Useful Life Carrying Accumulated Net Carrying (in years) Amount Amortization Amount Customer relationships 5.57 $ 60,778 $ (24,613) $ 36,165 Trade name 9.95 9,580 (4,816) 4,764 Acquired technology — 7,430 (7,430) — Supplier relationships 13.02 5,767 (769) 4,998 Developed technology 8.24 7,220 (1,467) 5,753 Covenants not to compete — 332 (332) — Balances as of December 31, 2021 $ 91,107 $ (39,427) $ 51,680 Definite life intangible assets, net consisted of the following as of December 31, 2020: Weighted- average Remaining Gross Useful Life Carrying Accumulated Net Carrying (in years) Amount Amortization Amount Customer relationships 6.57 $ 60,778 $ (18,953) $ 41,825 Trade name 10.95 9,580 (4,337) 5,243 Acquired technology 0.75 7,430 (6,873) 557 Supplier relationships 14.02 5,767 (376) 5,391 Developed technology 9.24 7,220 (674) 6,546 Covenants not to compete — 332 (332) — Balances as of December 31, 2020 $ 91,107 $ (31,545) $ 59,562 Amortization expense for intangible assets was $7,882 and $7,901 for the years ended December 31, 2021 and 2020, respectively. The estimated future amortization expense related to intangible assets with definite lives is as follows: Year ending December 31, 2022 $ 6,337 2023 6,337 2024 6,337 2025 6,163 2026 5,815 Thereafter 20,691 $ 51,680 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: As of December 31, 2021 2020 Accrued expenses $ 4,834 $ 4,548 Provision for chargebacks 3,176 4,150 Accrued compensation and benefits 1,427 905 Earn-out consideration payable 597 332 Other current liabilities 320 1,542 $ 10,354 $ 11,477 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
DEBT | |
DEBT | 7. DEBT Paycheck Protection Program Loan (“PPP Loan”) On April 13, 2020, the Company was granted a loan from JP Morgan Chase Bank in the aggregate amount of $4,292, pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). As the legal form of the PPP loan is debt, the Company accounted for the loan as debt under ASC 470. The PPP provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight On January 11, 2021, the PPP opened an additional round of funding, which allowed eligible borrowers that had previously received a PPP loan to apply for a second draw PPP loan with the same general terms as the first. Second draw PPP loans can be used to help fund payroll costs, including benefits. Funds can also be used to pay mortgage interest, rent, utilities, worker protection costs related to COVID-19, uninsured property damage costs caused by looting or vandalism during 2020, and certain supplier costs and expenses for operations. In January 2021, one of the Company’s subsidiaries was granted a Second Draw PPP Loan of $2,000 based on qualified spending, decreased quarterly revenue, and other factors. Second Draw PPP Loans are eligible for forgiveness based on qualified spending during an 8 In addition, another subsidiary received a Second Draw PPP loan in the amount of in February 2021. The loan is subject to In August 2021, the Company applied for forgiveness of the $1,576 PPP loan, and received full forgiveness in November 2021, and accounted for as gain on forgiveness of PPP loan in 2021. In March 2022, the Company applied for forgiveness of the $2,000 PPP loan but has not yet received a response from the Small Business Administration (SBA). Due to the uncertainty and evolving guidance associated with the PPP program’s eligibility and forgiveness criteria, the Company determined that it was not reasonably assured that the loan would be forgiven by the SBA and therefore was not appropriate to account for the proceeds as an in-substance government grant. The Company concluded it was appropriate to account for the PPP Loan as debt until receipt of formal approval for loan forgiveness from the SBA, at which time the Company will extinguish the PPP Loan as debt and recognize a gain on loan extinguishment on the consolidated statement of operations. As of December 31, 2021, the Company had not received notification of forgiveness of the Second Draw PPP loan by the SBA, as such the proceeds continue to be accounted for as debt. To account for the PPP proceeds as debt under ASC 470, the Company recognized a non-current liability for the funds received. The Paycheck Protection Flexibility Act of 2020 extended the deferral period for loan payments to either (1) the date that SBA remits the borrower’s loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, 10 months after the end of the borrower’s loan forgiveness covered period. Canadian Loans (“Other Government Loans”) In April and June 2020, the Company was granted an interest free loan from Royal Bank of Canada in the aggregate amount of $50 CAD (equivalent $39 USD), pursuant to the Canada Emergency Business Account (“CEBA”) loan forgiveness, funded by the Government in Canada. As the legal form of the CEBA loan is debt, the Company accounted for the loan as debt under ASC 470. The loan is provided to qualifying businesses to cover short term operating expenses, payroll, and non-deferrable expenses. The Company will be eligible for 25% loan forgiveness if the loan amount equal to 75% of the highest amount drawn from the CEBA until March 31, 2021 is repaid by December 31, 2022. Additionally in 2021, the Company was granted another CEBA loan with the Canadian government of $20 CAD (equivalent $16 USD). As of December 31, 2021, the Company had an outstanding loan balance of $70 CAD (equivalent USD). As of December 31, 2020, the Company had an outstanding loan balance of The Company concluded that it was appropriate to account for the CEBA as debt until receipt of formal approval for loan forgiveness from the government of Canada, at which time the Company will extinguish the CEBA loan as debt and recognize a gain on loan extinguishment on the consolidated statements of operations. As of December 31, 2020 and December 31, 2021, the Company had not submitted payment for any portion of the outstanding loan, and as such the loan continues to be accounted for as debt. On August 12, 2021, the Company was granted a Highly Affected Sectors Credit Availability Program (“HASCAP”) loan with the Canadian government of $250 CAD (equivalent to $198 USD). The proceeds should be used to exclusively fund the operational cash flow needs of the Company. Loan payments are deferred for 13 months after drawdown with a maturity date of 10 years and 4% fixed interest rate. As of December 31, 2021, the Company had an outstanding loan balance of $250 CAD (equivalent $198 (USD). The following table summarizes the Company’s outstanding PPP and other governmental loans arrangements: As of December 31, 2021 2020 HASCAP $ 198 $ — CEBA 55 39 PPP 2,000 4,292 Total PPP and other governmental loans $ 2,253 $ 4,331 Lee: current portion of PPP and other governmental loans (338) — Total PPP and other governmental loans, net of current portion $ 1,915 $ 4,331 Obligation to GDS Service Provider As a result of the acquisition of LBF in 2019, the Company assumed the liability of the outstanding payment obligation with a GDS service provider (‘GDS Obligation’). This GDS Obligation originally emanated from a settlement agreement with the GDS service provider amounting to $1,419. The GDS Obligation bears an interest rate of 6% per annum and is due by July 1, 2022. During the year ended December 31, 2021, the Company accrued $27 in interest expense, and submitted $447 in principal repayments and $21 in interest repayments. The outstanding balance of the GDS Obligation was $298 as of December 31 2021. During the year ended December 31, 2020, the Company accrued $57 in interest expense, and submitted $673 in principal repayments and $104 in interest repayments. The outstanding balance of the GDS Obligation was $745 as of December 31 2020. Obligation to Vendor As a result of the acquisition of LBF in 2019, the Company assumed the liability of the outstanding payment obligation with a vendor, which originally emanated in October 2018 from a payment agreement (the ‘Agreement’) entered into between LBF Travel, Inc. and the vendor. The Company agreed to pay an amount of $2,181 according to the payment schedule set forth in the Agreement (‘Vendor Obligation’). There is no interest associated with the outstanding liability. The Company has agreed to make monthly payments of $100 until the entire balance of the Vendor Obligation has been repaid. During the year ended December 31, 2021, the Company fully repaid the Vendor Obligation, as such there was no outstanding loan balance as of December 31, 2021. The outstanding balance of the Vendor Obligation was $0 and $191 as of December 31, 2021 and December 31, 2020, respectively. TCW Credit Agreement On December 23, 2019, the Company, entered into a financing agreement (the “TCW Agreement”) with TCW (‘Lenders’) consisting of a $150,000 multi-draw term loan in aggregate, of which the first draw was for a principal amount of $95,000. Additionally, on the same day, the Company entered into a revolving credit facility (‘LOC’) with an aggregate principal amount not exceeding $15,000. Undrawn balances available under the revolving credit facility are subject to commitment fees of 1%. These facilities are guaranteed by the Company and its Parent, Mondee Holdings LLC and are secured by substantially all of the assets of the Company and its Parent. No amounts on the revolving credit facility have been drawn down as of December 31, 2021 and 2020. On February 6, 2020, the Company entered into a first amendment to the TCW Agreement and an incremental joinder with TCW for an aggregate principal amount of $55,000. On May 1, 2020, the Company entered into a second amendment with TCW, which modified the Applicable Margin of any Reference Rate Loan, or any portion thereof, to 9.50% per annum and any LIBOR Rate Loan, or any portion thereof, to 10.50%, increased from 8.50% and 9.50%, respectively, prior to the second amendment taking effect. The increase was due to the Company renegotiating the terms of the TCW Agreement as a result of the COVID-19 pandemic. In addition, the Parent issued 2.5 million of Class G Preferred Unit to TCW as part of the second amendment to the TCW Agreement, with an aggregate value of Beginning on April 1, 2021, 5% Payment in Kind (“PIK”) interest has been accrued on the outstanding principal balance by increasing the principal amount over the term of the loan. On July 2, 2021, the PIK interest rate decreased to 4%. The PIK interest rates eventually increased to 12.25% beginning October 1, 2021. The effective interest rate of the TCW Agreement for the years ended December 31, 2021, and December 31, 2020 is 15.55% and 15.96%, respectively. The TCW Agreement includes the provisions for customary events of default including non-payment of obligations, non-performance of covenants and obligations, default on other material debt, bankruptcy or insolvency events, material judgments, change of control, and certain customary events of default relating to collateral or guarantees. Upon the occurrence of any event of default, subject to the terms of the TCW Agreement including any cure periods specified therein, customary remedies may be exercised by the Lenders under the TCW Agreement against the Company. As of December 31, 2021, and the date the consolidated financial statements were issued, the Company was in compliance with all covenants. The following table summarizes the Company’s outstanding borrowing arrangements, excluding PPP and other governmental loans As of December 31, 2021 2020 TCW Credit Agreement $ 150,000 $ 150,000 Cumulative PIK interest for TCW Credit Agreement (2) 36,858 20,164 GDS Obligation 298 745 Vendor Obligation — 191 Total outstanding principal balance $ 187,156 $ 171,100 Less: Unamortized debt issuance costs and discounts (13,923) (14,455) Total debt $ 173,233 $ 156,645 Less : Current portion of long term debt (11,063) (8,618) Long term debt, net of current portion $ 162,170 $ 148,027 The following table sets forth the total interest expense recognized related to the loans payable to lenders and other payment obligations mentioned above. Year ended December 31, 2021 2020 Cash interest expense $ 6,587 $ 99 Payment in kind interest, net (1) 14,582 19,619 LOC commitment charges 153 141 Amortization of debt issuance costs 2,361 551 $ 23,683 $ 20,410 (1) Represents Payment in Kind Interest for the Company’s outstanding TCW Loan net of the reclass of interest expense related to capitalized software development amounting to $358 and $334 in 2021 and 2020 respectively . (2) Includes paid in kind amendment fee of $1,754 . The future maturities of the Company’s borrowing arrangements, PPP loans and other government loans are as follows: PPP and Other Year ending December 31, Borrowing Arrangements Governmental Loans 2022 $ 11,063 $ 338 2023 9,243 571 2024 166,850 560 2025 — 566 2026 — 113 Thereafter — 105 187,156 2,253 Less: Loan origination fees (13,923) — $ 173,233 $ 2,253 |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2021 | |
BUSINESS COMBINATION | |
BUSINESS COMBINATION | 8. BUSINESS COMBINATION Rocketrip (“RT”) Acquisition On September 3, 2020 (the ‘acquisition date’), Mondee completed the acquisition of Rocketrip.Rocketrip is a travel rewards platform that helps businesses reduce travel spend by incentivizing employees to save when they travel for business. Rocketrip provides real-time insight into traveler behavior and allows companies to use this data to facilitate the changes necessary to meet major company objectives such as cost savings and online booking compliance. The primary reason for the acquisition was to expand the Company’s footprint to reach enterprise business travelers. Mondee’s consolidated statements of operations include the operating results of Rocketrip from the date of acquisition. Mondee acquired 100% stake in Rocketrip. The Company accounted for this acquisition as a business combination. The acquisition date fair value of purchase consideration is given below. Purchase Price Consideration Cash consideration (i) $ 2,500 Issuance of shares of Parent stock and Put Option (ii) 3,133 Deferred issuance of shares of Parent stock and Put Option (iii) 2,611 Total purchase price consideration $ 8,244 (i.) Cash consideration of $2,500 includes repayment of RT historical payment obligations, cash paid for seller fees, and outstanding debt obligations. (ii.) The Parent issued on date of the agreement 4,233,102 of Class F stocks and put options on each share (iii.) On the 5 th Anniversary of the acquisition agreement the Parent will issue 3,528,585 shares of Class F share and put options on each stock. In the event of a sale of the Company prior to the delivery of the Deferred shares, the Parent will be obligated to accelerate the issuance of the deferred shares. As part of the acquisition, the Parent issued put options on the shares issued whereby the erstwhile shareholders of Rocketrip (the ‘sellers’) would have the right to sell the shares of Parent stock issued as part of the purchase consideration back to Mondee Holdings LLC at the original price per stock as of the acquisition date. The sellers may exercise the put options beginning on September 3, 2020, for a period of 57 months, thereafter. If the sellers choose to exercise the put option, the sellers must sell 100% of the shares received on acquisition. In connection with the acquisition, all classes of Rocketrip stock options that were outstanding on the date of acquisition (whether vested or unvested), were terminated and cancelled and no consideration was delivered in the exchange. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Trade accounts receivables $ 745 Prepaid and other current assets 2,116 Property and equipment, net 105 Intangible assets 4,162 Trade accounts payable (684) Accrued expenses and other current liabilities (696) Deferred revenue (4,906) Other non-current liabilities (19) Net identifiable assets 823 Goodwill 7,421 Total purchase consideration $ 8,244 Goodwill The excess of the purchase price consideration over the fair values assigned to the assets acquired and liabilities assumed represents the goodwill resulting from the Rocketrip acquisition. Goodwill is primarily attributable to expected post-acquisition synergies from integrating Rocketrip’s technology with Mondee’s platform and technology. Goodwill recorded in connection with the acquisition is not deductible for income tax purposes. The goodwill attributable to the acquisition was recorded as a non-current asset and is not amortized but is subject to an annual review for impairment. Identifiable Intangible Assets The Company determined that Rocketrip’s separately identifiable assets were customer relationships, trade names, and developed technology. The Company amortizes the acquired intangibles over their estimated useful lives as set forth in the table below: Useful life (years) Fair value Customer relationships 5 $ 1,825 Trade names — 1,551 Developed technology 5 786 Total acquired intangibles $ 4,162 Since the acquisition, the Company will now be operating as two operating segments. The amounts of revenue and pretax loss of Rocketrip included in the Company’s consolidated statement of operations from the acquisition date of September 3, 2020 have been disclosed in Note 14 to the consolidated financial statements. Cosmopolitan Travel Services, Inc. (“CTS”) Acquisition On February 6, 2020, Mondee completed the acquisition of Cosmopolitan Travel Services, Inc. (“CTS”), purchasing 100% equity in CTS. CTS is a leading airline ticket consolidator focused on the cross Atlantic and Indian sub-continent markets. CTS offers wholesale services in air transportation and other travel booking, ticketing, itinerary scheduling, and tour operation services. CTS was founded in 1952 and is headquartered in Saint Clair Shores, Michigan with additional offices in Georgia, New York, Los Angeles, Maryland, Colorado, Illinois, Florida, Minnesota, Texas, Greece, Canada, Peru, and India. The primary reason for the acquisition was to integrate CTS’ travel agencies and services with Mondee’s platform and technology. The Company has accounted for this acquisition as a business combination. The Company incurred approximately $167 in transaction costs related to the acquisition, all of which was incurred during the year ended December 31, 2020. These expenses were recorded in general and administrative expense in the accompanying consolidated statement of operations for the year ended December 31, 2020. The acquisition date fair value of the consideration transferred to CTS was approximately $74,448, including the following: Purchase price consideration Cash consideration (i) $ 39,000 Issuance of Parent stock and put options (ii) 35,448 Total purchase price consideration $ 74,448 (i) Cash consideration of $39,000 includes cash transferred to selling shareholders, repayment of CTS’ historical payment obligations, and cash paid for seller fees. (ii) Pursuant to the Merger Agreement dated February 6, 2020, and the First Amendment to the Business Combination dated May 4, 2020, the Parent issued 37,857,222 Class F shares and put options on each share, allowing CTS shareholders to resell the shares. As part of the acquisition, the Parent issued put options whereby the erstwhile shareholders of CTS (the ‘sellers’) would have the right to sell the shares of Parent stock issued as part of the purchase consideration back to the Parent at the original price per stock as of the acquisition date. The sellers may exercise the put option beginning on February 6, 2024 for a period of 60 days thereafter. If the sellers choose to exercise the put option, the sellers must sell back to the Parent 100% of the shares received on acquisition. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Cash and cash equivalents $ 6,588 Restricted short-term investments 2,572 Trade accounts receivable 5,108 Other non-current assets 143 Property and equipment, net 23 Intangible assets, net 51,621 Trade accounts payable (4,296) Accrued expenses and other current liabilities (4,909) Deferred tax liability (14,124) Net identifiable assets 42,726 Goodwill 31,722 Total purchase consideration $ 74,448 Goodwill The excess of the consideration for CTS over the fair values assigned to the assets acquired and liabilities assumed represents the goodwill resulting from the acquisition. Goodwill is primarily attributable to expected post-acquisition synergies from integrating CTS’ travel agencies and services with Mondee’s platform and technology. Goodwill recorded in connection with the acquisition is not deductible for income tax purposes. The goodwill attributable to the acquisition was recorded as a non-current asset and is not amortized, but is subject to an annual review for impairment. Identifiable Intangible Assets The Company determined that CTS’ separately identifiable intangible assets were customer relationships, trade names, and developed technology. The Company amortizes the acquired intangibles over their estimated useful lives as set forth in the table below. Useful life (years) Fair value Customer relationships 10 $ 43,083 Trade names — 4,977 Developed technology 10 3,561 Total acquired intangibles $ 51,621 Since the acquisition, the Company continued to operate as one operating segment. The amounts of revenue and pretax loss of CTS included in the Company’s consolidated statements of operations from the acquisition date of February 6, 2020, were $17,164 and $6,008, respectively. LBF Acquisition On December 20, 2019, Mondee completed the acquisition of LBF Travel Holdings LLC (“LBF”).LBF is a travel company that assists leisure and business travelers with researching, planning, and booking travel options, using a proprietary retail flight search engine. Mondee’s consolidated statements of operations include the operating results of the LBF business from the date of acquisition. The primary reason for the acquisition was to integrate LBF’s proprietary technology into the Mondee platform and for the LBF development team to work with the Mondee developers to add the functionality and products in the LBF technology to a new hybrid platform. The Company has accounted for this acquisition as a business combination. The Company incurred approximately $173 in transaction costs related to the acquisition, all of which was incurred during the year ended December 31, 2019. These expenses were recorded in general and administrative expense in the accompanying consolidated statements of operations for the years ended December 31, 2019 and 2020. The final purchase consideration transferred to LBF was approximately $21,620, including the following: Purchase price consideration Assumed liability (i) $ 3,423 Promissory notes issued (ii) 1,750 Issuance of shares of Parent stock and Put Option (iii) 16,051 Earn-out consideration (iv) 396 Total purchase price consideration $ 21,620 (i) Assumed liability of $3,423 LBF’s historical payment obligations assumed by the Company. (ii) Promissory note issued to erstwhile shareholder of LBF (Refer note 13) (iii) The Parent issued on date of the agreement 18,035,146 of Class F stocks and put options on each stock (iv) Earn-out consideration as given below An arrangement was entered into on the date of acquisition whereby the Company will make two payments to the former shareholders (the ‘sellers’) of LBF based on LBF’s future performance. The first payment will be made at the end of fiscal 2020 and the second payment at end of fiscal 2021. The minimum payment under the arrangement is $0 and the maximum payment under the arrangement is $2,700 in aggregate. As of the acquisition date, the fair value of the earn-out recognized was $396. On May 15, 2020, the earn-out consideration arrangement was amended to change the performance periods and payment dates from fiscal years 2020 and 2021 to fiscal years 2021 and 2022. The fair value of the earn-out liability is estimated using scenario-based methods or option pricing methods based on future performance. The earn-out consideration is included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. The Company had As part of the acquisition, the Parent issued put options whereby the sellers would have the right to sell the shares of Parent stock issued as part of the purchase consideration back to Mondee Holdings LLC at the original price per unit as of the acquisition date. The sellers may exercise the put option beginning on July 1, 2022 for a period of The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition: Cash $ 1,146 Trade accounts receivable 2,518 Property and equipment, net 284 Prepaid expenses and other current assets 591 Other non-current assets 384 Intangible assets 14,140 Trade accounts payable (12,788) Other non-current liabilities (42) Accrued liabilities (1,399) Net identifiable assets 4,834 Goodwill 16,786 Total purchase price consideration $ 21,620 Goodwill The excess of the purchase price consideration over the fair values assigned to the assets acquired and liabilities assumed represents the goodwill resulting from the LBF acquisition. Goodwill is primarily attributable to expected post-acquisition synergies from integrating LBF’s proprietary technology into the Mondee platform. Goodwill recorded in connection with the acquisition is deductible for income tax purposes. The goodwill attributable to the acquisition was recorded as a non-current asset and is not amortized, but is subject to an annual review for impairment. Identifiable Intangible Assets The Company determined that LBF’s separately identifiable intangible assets were customer relationships, trade names, and developed technology. The Company amortizes the acquired intangibles over their estimated useful lives as set forth in the table below. Useful life (years) Fair value Supplier relationships 15 $ 5,767 Trade name — 5,500 Developed technology 10 2,873 Total acquired intangibles $ 14,140 Since the Acquisition, the Company continued to operate as one operating segment. |
REVENUE_2
REVENUE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
REVENUE | ||
REVENUE | 4. REVENUE Disaggregation of revenue The Company believes that the disaggregation based on the reportable segments best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other factors. As described below in Note 10, the Company has two reportable segments, Travel Marketplace and SAAS Platform. Three Months Ended March 31, 2022 2021 Revenue from Travel Marketplace $ 37,361 $ 13,150 Revenue from SAAS Platform 292 344 $ 37,653 $ 13,494 Contract balances The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, contract assets and contract liabilities on the condensed consolidated balance sheets. Contract assets include unbilled amounts resulting from contracts in which revenue is estimated and accrued based upon measurable performance targets defined at contract inception. Contract liabilities, discussed below, are referenced as “deferred revenue” on the condensed consolidated balance sheets and disclosures. Cash received that are contingent upon the satisfaction of performance obligations are accounted for as deferred revenue. Deferred revenue primarily relates to advance received from GDS service provider for bookings of airline tickets in future. The opening and closing balances of accounts receivable and deferred revenue are as follows: Accounts Contract Deferred Receivable Asset Revenue Ending Balance as of December 31, 2021 10,178 3,935 (20,738) Increase/(decrease), net 7,264 2,569 749 Ending Balance as of March 31, 2022 $ 17,442 $ 6,504 $ (19,989) As of December 31, 2021, the deferred revenue balance was $20,738, $1,466 of which was recognized as revenue during the three months ended March 31, 2022. | 9. REVENUE Disaggregation of revenue The Company believes that the disaggregation based on the reportable segments best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other factors. As described above in Note 2, the Company has two reportable segments, Travel Marketplace and SAAS Platform. Year ended December 31, 2021 2020 Revenue from Travel Marketplace $ 92,038 $ 65,057 Revenue from SAAS Platform 1,156 739 $ 93,194 $ 65,796 Contract balances The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivables, contract assets and contract liabilities in the consolidated balance sheets. Contract assets include unbilled amounts resulting from contracts in which revenue is estimated and accrued based upon measurable performance targets defined at contract inception. Contract liabilities, discussed below, are referenced as “deferred revenue” on the consolidated balance sheets and related disclosures. Cash received that are contingent upon the satisfaction of performance obligations are accounted for as deferred revenue. Deferred revenue primarily relates to advance received from GDS service provider for bookings of airline tickets in future. The opening and closing balances of accounts receivables and deferred revenue are as follows: Accounts Receivables Contract Asset Deferred Revenue Ending Balance as of December 31, 2019 $ 15,664 $ 23,975 $ (21,386) Increase/(decrease), net (10,309) (19,555) (2,018) Ending Balance as of December 31, 2020 5,355 4,420 (23,404) Increase/(decrease), net 4,823 (485) 2,666 Ending Balance as of December 31, 2021 $ 10,178 $ 3,935 $ (20,738) For the deferred revenue balance, during the year ended December 31, 2021 and 2020, the Company recognized revenue of $2,981 and $3,111 respectively. During the year 2021, the Company amended contracts with certain GDS service providers. Pursuant to these amendments with one of the GDS service providers, the Company has recognized $894 related to agreed waiver of segment shortfall fees under ‘Other income’. As of December 31, 2021, the Company has reclassified a liability with another GDS service provider of $1,111 related to the segment shortfall fee from ‘Accrued expenses’ to ‘Other long-term liabilities’, as the Company expects to fulfil the obligation subject to the amended contract terms and conditions. |
INCOME TAXES_2
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
INCOME TAXES | 5. INCOME TAXES We have assessed our ability to realize our deferred tax assets and have recorded a valuation allowance against such assets to the extent that, based on the weight of all available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In assessing the likelihood of future realization of our deferred tax assets, we placed significant weight on our history of generating tax losses, including in the first quarter of 2022. As a result, we have a full valuation allowance against our net deferred tax assets. We expect to maintain a full valuation allowance for the foreseeable future. We determine our provision for income taxes for interim periods using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete items. The tax expense arising on account of the tax amortization of an indefinite lived intangible asset and the state minimum taxes is calculated based on the discrete approach. The effective income tax rate was (0.74)% on the pre-tax loss for the three months ended March 31, 2022 and (0.56)% for the three months ended March 31, 2021. The effective tax rate differs from the U.S. statutory rate primarily due to the full valuation allowances on the Company’s net domestic deferred tax assets as it is more likely than not that all of the deferred tax assets will not be realized. | 10. INCOME TAXES The components for loss before income taxes consisted of the following: Year ended December 31, 2021 2020 United States $ (38,396) $ (55,936) International (186) 160 $ (38,582) $ (55,776) The provision for (benefit from) income taxes consisted of the following: Year ended December 31, 2021 2020 Current tax expense: Federal $ — $ (282) State 18 74 International 121 107 139 (101) Deferred Federal 42 (9,513) State 142 (4,422) International — (6) 184 (13,941) Total provision (benefit) for income taxes $ 323 $ (14,042) Components of the Company’s deferred income tax assets and liabilities are as follows: Year ended December 31, 2021 2020 Accrued bonus and vacation $ 308 $ 169 Allowance for doubtful accounts 1,649 1,584 Charity deduction carryover 1 — Deferred rent 12 29 Deferred revenue 5,212 5,771 Accrued expenses 1,256 904 Fixed assets (1,588) (871) Intangible assets (16,533) (17,777) Other 384 429 Inventory 162 51 State tax 7 7 Interest expense limitation 12,328 7,412 Net operating loss 31,901 26,302 Total non-current 35,099 24,010 Valuation allowance (35,611) (24,338) Total net deferred tax liability $ (512) $ (328) The provision for (benefit from) income taxes differ from the amounts computed by applying the U.S. federal income tax rate to income (loss) before income taxes for the following reasons: Year ended December 31, 2021 2020 Federal tax at statutory rate 21.00 % 21.00 % State, net of federal benefit 9.05 9.08 Permanent differences 0.74 (0.45) Prior year payable true ups — 0.44 Adjustment to deferred through goodwill — 25.33 Foreign rate differential (0.23) (0.09) Change in valuation allowance (31.29) (30.14) Other (0.11) 0.02 Effective tax rate (0.84) % 25.19 % As of December 31, 2021, the Company had net operating loss carryforwards for federal and state of approximately $108,530 and $141,368, respectively. As of December 31, 2020, the Company had net operating loss carryforwards for federal and state of approximately $93,335 and $106,873, respectively. The federal net operating losses will begin to expire in 2031, and state net operating losses begin to expire in 2033, if not utilized. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided in the Internal Revenue Code of 1986, as amended (“IRC”), and similar state provisions. Certain tax attributes of the Company were subject to an annual limitation as a result of the change of ownership of the Company in the year 2016 and the acquisition of a few subsidiaries, which constituted a change of ownership as defined under the Internal Revenue Code Section 382. As a result of the analysis, a net operating loss of $16,633 has been lost permanently. For U.S. state tax returns, the Company is generally no longer subject to tax examinations for years prior to 2017. For U.S. federal tax returns, the Company is no longer subject to tax examination for years prior to 2018. Realization of the future tax benefits of the Company’s net deferred tax assets is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. The Company has concluded, based on the weight of available evidence, that its net deferred tax assets will not be fully realized in the future, on a more likely than not basis. Accordingly, a valuation allowance of has been established against the deferred tax assets as of December 31, 2021 and December 31, 2020, respectively. The net valuation allowance increased by The Company has adopted the provisions of FASB’s Accounting Standard Codification Topic 740, Income Taxes, which provides guidance for accounting for uncertainty in tax positions and require that companies recognize a benefit from a tax position in their Consolidated financial statements only if it is more likely than not that the tax position will sustain, upon audit, based on the technical merits of the position. For tax positions that meet the recognition threshold, the Company would record the largest amount of the benefit that is greater than 50 percent likely of being realized upon effective settlement with the taxing authority. As of the year ended December 31, 2021 and December 31, 2020, the Company had no unrecognized tax benefits and does not anticipate any significant change to the unrecognized tax benefit balance. The Company would classify interest and penalties related to uncertain tax positions in income tax expense, if applicable. |
COMMITMENTS AND CONTINGENCIES_7
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of March 31, 2022 the Company currently has two outstanding legal claims that may have an adverse material impact. Litigation Relating to LBF Acquisition. Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The case remains pending in Federal court. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible amount of any such payments cannot be made. On October 13, 2021, Mondee received a summons from Global Collect Services B.V. (“Ingenico”) to appear in the District Court of Amsterdam with respect to a claim of $548 for past dues and outstanding invoices, fees, plus interest and costs of collection. The Company is in current discussions to settle this lawsuit. Letters of Credit The Company had $6,354 secured letters of credit outstanding as of March 31, 2022. These primarily relate to securing the payment for the potential purchase of airline tickets in the ordinary course of business and are collateralized by term deposits and money market funds The following table presents our material contractual obligations as of March 31, 2022. By Period Total Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years 6,354 6,354 — — — | 11. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of December 31, 2021 the Company currently has two outstanding legal claims that may have an adverse material impact. Litigation Relating to LBF Acquisition. Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The case remains pending in Federal court. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible amount of any such payments cannot be made. On October 13, 2021, Mondee received a summons from Global Collect Services B.V. (“Ingenico”) to appear in the District Court of Amsterdam with respect to a claim of $548 for past dues and outstanding invoices, fees, plus interest and costs of collection. The Company is in current discussions to settle this lawsuit. Operating Leases The Company leases various office premises and facilities under operating leases that expire at various dates through October 2029. Certain of the Company’s operating lease agreements for office space also include rent holidays and scheduled rent escalations during the initial lease term. The Company has recorded the rent holiday as a deferred rent within accrued liabilities and other non-current liabilities on the consolidated balance sheets. The Company recognizes the deferred rent liability and scheduled rent increase on a straight-line basis into rent expense over the lease term commencing on the date the Company takes possession of the lease space. Future minimum lease payments under operating leases are as follows: Year ending December 31, 2022 $ 895 2023 480 2024 400 2025 188 2026 92 Thereafter 134 $ 2,189 Rent expense for the Company’s operating leases is recognized on a straight-line basis over the lease term. Rent expense for the years ended December 31, 2021 and 2020 was $1,485 and $2,293, respectively. Letters of Credit The Company had $7,258 and $7,430 of secured letters of credit outstanding as of December 31, 2021 and December 31, 2020, respectively. These primarily relate to securing the payment for the potential purchase of airline tickets in the ordinary course of business and are collateralized by term deposits and money market funds The following table presents our material contractual obligations as of December 31, 2021. By Period Total Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years $7,258 $ 7,258 $ 0 $ 0 $ 0 $7,258 $ 7,258 $ 0 $ 0 $ 0 |
EMPLOYEE BENEFIT PLAN_2
EMPLOYEE BENEFIT PLAN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
EMPLOYEE BENEFIT PLAN | ||
EMPLOYEE BENEFIT PLAN | 8. EMPLOYEE BENEFIT PLAN The Company sponsors several 401(k) defined contribution plans covering its employees in the United States of America. A management committee determines matching contributions made by the Company annually. Matching contributions are made in cash and were $0 and $2 during the three months ended March 31, 2022, and the three months March 31, 2021, respectively. The Company’s Gratuity Plan in India (the “India Plan”) provides for a lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. Liabilities with regard to the India Plan are determined by actuarial valuation using the projected unit credit method. Current service costs for these plans are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans are recognized as an expense in the condensed consolidated statement of operations. Components of net periodic benefit costs, were as follows: Three Months Ended March 31, Particulars 2022 2021 Current service cost 21 21 Interest cost 6 5 Net actuarial gain recognized in the period (3) (3) Expenses recognized in the condensed consolidated statement of operations 24 23 The components of actuarial gain on retirement benefits are as follows: Three Months Ended March 31, Particulars 2022 2021 Actuarial gain for the period obligation 3 3 Actuarial (gain)/loss for the period plan assets — — Total Actuarial gain on obligation 3 3 | 12. EMPLOYEE BENEFIT PLAN The Company sponsors several 401(k) defined contribution plans covering its employees in the United States of America. A management committee determines matching contributions made by the Company annually. Matching contributions are made in cash and were $17 and $36 during the years ended December 31, 2021, and 2020, respectively. The Company’s Gratuity Plan in India (the “India Plan”) provides for a lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. Liabilities with regard to the India Plan are determined by actuarial valuation using the projected unit credit method. Current service costs for these plans are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans are recognized as an expense in the consolidated statement of operations. The benefit obligation has been measured as of December 31, 2021, and December 31, 2020. The following table sets forth the activity and the funded status of the Gratuity Plans and the amounts recognized in the Company’s consolidated financial statements at the end of the relevant periods. Particulars As of December 31, 2021 2020 Present value of obligation as at the beginning of the year $ 383 $ 298 Interest cost 25 20 Acquisitions — — Current service cost 90 83 Benefits paid — — Actuarial gain on obligation (46) (12) Effect of exchange rate changes (8) (6) Present value of obligation as at the end of the year $ 444 $ 383 The amounts to be recognized on consolidated balance sheets Particulars As of December 31, 2021 2020 Present value of obligation as at the end of the period $ 444 $ 383 Fair value of plan assets as at the end of the period — — Funded status / (unfunded status) (444) (383) Excess of actual over estimated — — Unrecognized actuarial (gains)/losses — — Net asset/(liability)recognized in consolidated balance sheet $ (444) $ (383) Current portion 12 29 Non-current portion 432 354 Accumulated benefit obligation in excess of plan assets: As of December 31, 2021 2020 Accumulated benefit obligation $ 168 $ 139 Components of net periodic benefit costs, were as follows: Particulars Year ended December 31, 2021 2020 Current service cost $ 90 $ 83 Interest cost 25 20 Net actuarial gain recognized in the period (46) (12) Expenses recognized in the consolidated statement of operations $ 69 $ 91 The components of actuarial loss / (gain) on retirement benefits are as follows: Particulars Year ended December 31, 2021 2020 Actuarial (gain) / loss on arising from change in financial assumption $ (34) $ 30 Actuarial gain on arising from experience adjustment (12) (42) Total Actuarial gain on obligation $ (46) $ (12) The weighted average actuarial assumptions used to determine benefit obligations and net gratuity cost were: Particulars Year ended December 31, 2021 2021 Discount rate 7.06 % 6.55 % Rate of compensation increase 7.00 % 7.00 % The following table summarizes the expected benefit payments for the Company’s Retirement Plan for each of the next five fiscal years and in the aggregate for the five fiscal years thereafter (in thousands): December 31: 2022 $ 18 2023 31 2024 31 2025 54 2026 54 2027 – 2031 364 $ 552 |
RELATED PARTY TRANSACTIONS_2__4
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS A. Related Parties with whom transaction have taken place during the year: a. Mondee Holdings LLC — Parent Company b. Prasad Gundumogula — Chief Executive Officer (“CEO”) c. Metaminds Software Solutions Ltd (“Metaminds Software”) — Affiliate entity d. Metaminds Technologies Pvt Ltd (“Metaminds Technologies”) — Affiliate entity e. Metaminds Global Solutions Inc. (“Metaminds Global”) — Affiliate entity f. Mondee Group LLC — Affiliate entity g. LBF Travel Inc. — Company owned by Key Managerial Person h. Mike Melham — VP of Product Implementation B. Summary of balances due to and from related parties and transactions are as follows: March 31, December 31, Balances as at Year End 2022 2021 Amount payable to related party Metaminds Technologies 196 196 Metaminds Global 537 317 Mondee Group LLC (a) 1,241 203 Loan receivable from Related Party Mondee Group LLC (b) 22,181 22,054 Note Payable to Related Party Note payable to CEO (c) 194 193 Three months ended March 31, Transactions with Related Parties 2022 2021 Offshore IT, sales support and other services from Metaminds Software — 35 Metaminds Technologies 54 58 Metaminds Global 78 39 Offshore software development services from Metaminds Software — 140 Metaminds Technologies 216 234 Metaminds Global 312 154 Interest Income from Mondee Group Loan (b) 127 124 Service fee from Mondee Group LLC (a) 967 — Rent expense – from Mike Melham (d) 17 17 (a) Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC, in exchange for a service fee equal to 10% of the revenue derived from the sale of such airline tickets. Mondee Group, LLC, led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (b) The Company has a secured promissory note receivable from Mondee Group LLC, bearing an interest rate of 2.33 % compounded annually, with a 10-year term, and is secured by 14,708 Class A units in Parent. The note is due the earlier of March 25, 2026, or the occurrence of a change in control event. The note was amended subsequently as explained in note 13. (c) The Company has a note payable to the CEO amounting to $194 and $193 as of March 31, 2022 and December 31, 2021, respectively, and is included in loan payable to related party on the condensed consolidated balance sheets. The loan is collateralized and carries an interest rate of 2% per annum. Principal and interest are due on demand. (d) The Company currently rents two office spaces from Mike Melham, the Company’s VP of Product Implementation. The lease commencement date for both the leases was January 01, 2020. Each lease has a term of five years . The monthly minimum base rents are immaterial . | 13. RELATED PARTY TRANSACTIONS A. Related Parties with whom transaction have taken place during the year: a. Mondee Holdings LLC — Parent Company b. Prasad Gundumogula — Chief Executive Officer (“CEO”) c. Metaminds Software Solutions Ltd (“Metaminds Software”) — Affiliate entity d. Metaminds Technologies Pvt Ltd (“Metaminds Technologies”) — Affiliate entity e. Metaminds Global Solutions Inc. (“Metaminds Global”) — Affiliate entity f. Mondee Group LLC — Affiliate entity g. LBF Travel Inc. — Company owned by Key Managerial Person h. Mike Melham — VP of Product Implementation B. Summary of balances due to and from related parties and transactions during the year are as follows: As of December 31, Balances as at Year End 2021 2020 Amount payable to related party Metaminds Technologies 196 — Metaminds Global 317 757 Mondee Group LLC (a) 203 — Loan receivable from Related Party Mondee Group LLC (b) 22,054 21,547 Note Payable to Related Party Note payable to CEO (c) 193 189 Year ended December 31, Transactions with Related Parties 2021 2020 Offshore IT, sales support and other services from Metaminds Software 90 428 Metaminds Technologies 230 243 Metaminds Global 208 720 Offshore software development services from Metaminds Software 362 1,230 Metaminds Technologies 919 374 Metaminds Global 831 1,036 Repayment – Note to Mondee Group LLC (e) — 5,034 Interest Income from Mondee Group Loan (b) 505 496 Repayment – Note to LBF Travel Inc. (d) — 1,750 Service fee from Mondee Group LLC (a) 1,223 — Rent expense – from Mike Melham (f) 86 86 (a) Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC, in exchange for a service fee equal to 10% of the revenue derived from the sale of such airline tickets. Mondee Group, LLC, led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (b) The Company has a secured promissory note receivable from Mondee Group LLC, bearing an interest rate of 2.33% compounded annually, with a 10 - year term, and is secured by 14,708 Class A units in Parent. The note is due the earlier of March 25, 2026, or the occurrence of a change in control event. (c) The Company has a note payable to the CEO amounting to $193 and $189 as of December 31, 2021 and 2020, respectively, and is included in loan payable to related party on the consolidated balance sheets. The loan is collateralized and carries an interest rate of 2% per annum. Principal and interest are due on demand. (d) In connection with the acquisition of LBF, the Company issued a promissory note to LBF Travel Inc. The note bears an interest rate of 2% annually with a maturity date of January 31, 2020. The entire principal amount of the note along with the interest accrued thereon, was repaid on the maturity date. (e) During the year ended December 31, 2019, the Company obtained short-term borrowing from Mondee Group LLC amounting to $5,000 in the form of a promissory notes. The note bears an interest rate of 3% annually. The entire principal amount of the note along with the accrued interest thereon, was repaid in February 2020. (f) The Company currently rents two office spaces from Mike Melham, the Company’s VP of Product Implementation. The lease commencement date for both the leases was January 1, 2020. Each lease has a term of five years . The monthly minimum base rents are immaterial. |
SEGMENT INFORMATION_2
SEGMENT INFORMATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SEGMENT INFORMATION | ||
SEGMENT INFORMATION | 10. SEGMENT INFORMATION We have the following reportable segments: Travel Marketplace and SAAS Platform. These reportable segments offer different products and services and are managed separately because the nature of products and services, and methods used to distribute the services are different. Our primary operating metric is Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). Assets, liabilities and expenses are reviewed on an entity-wide basis by the CODM, and hence are not allocated to these reportable segments. Segment revenue is reported and reviewed by the CODM on a monthly basis. Such amounts are detailed in our segment reconciliation below. Three Months Ended March 31, 2022 Travel Marketplace SAAS Platform Total Third-party revenue $ 37,361 $ 292 $ 37,653 Intersegment revenue — — — Revenue $ 37,361 $ 292 $ 37,653 Adjusted EBITDA $ 2,767 $ (554) $ 2,213 Depreciation and amortization (2,679) (138) (2,817) Stock-based compensation (80) — (80) Operating loss $ 8 $ (692) $ (684) Other expense, net (6,253) Loss before income taxes (6,937) Provision for income taxes (54) Net loss $ (6,991) Three Months Ended March 31, 2021 Travel Marketplace SAAS Platform Total Third-party revenue $ 13,150 $ 344 $ 13,494 Intersegment revenue — — — Revenue $ 13,150 $ 344 $ 13,494 Adjusted EBITDA $ (3,245) $ (392) $ (3,637) Depreciation and amortization (3,067) (148) (3,215) Stock-based compensation — — — Operating loss $ (6,312) $ (540) $ (6,852) Other expense, net (5,434) Loss before income taxes (12,286) Provision for income taxes (65) Net loss $ (12,351) Geographic information The following table represents revenue by geographic area, the United States, and all other countries, based on the geographic location of the Company’s subsidiaries. Three Months Ended March 31, 2022 2021 United States $ 35,792 $ 13,262 International 1,861 232 $ 37,653 $ 13,494 As of March 31, 2022, and December 31, 2021, long-lived assets located outside of the United States were not material. | 14. SEGMENT INFORMATION Beginning of the fourth quarter of 2020, we have the following reportable segments: Travel Marketplace and SAAS Platform. These reportable segments offer different products and services and are managed separately because the nature of products and services, and methods used to distribute the services are different. Our primary operating metric is Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). Assets, liabilities and expenses are reviewed on an entity-wide basis by the CODM, and hence are not allocated to these reportable segments. Segment revenue is reported and reviewed by the CODM on a monthly basis. Such amounts are detailed in our segment reconciliation below. Year ended December 31, 2021 Travel Marketplace SAAS Platform Total Third-party revenue $ 92,038 $ 1,156 $ 93,194 Intersegment revenue — — — Revenue $ 92,038 $ 1,156 $ 93,194 Adjusted EBITDA $ (3,745) $ (1,710) $ (5,455) Depreciation and amortization (12,296) (565) (12,861) Stock-based compensation (3,936) — (3,936) Operating loss $ (19,977) $ (2,275) $ (22,252) Other expense, net (16,330) Loss before income taxes (38,582) Provision for income taxes (323) Net loss $ (38,905) Year ended December 31, 2020 Travel Marketplace SAAS Platform Total Third-party revenue $ 65,057 $ 739 $ 65,796 Intersegment revenue — — — Revenue $ 65,057 $ 739 $ 65,796 Adjusted EBITDA $ (23,529) $ (899) $ (24,428) Depreciation and amortization (11,235) (179) (11,414) Stock-based compensation (15) — (15) Operating loss $ (34,779) $ (1,078) $ (35,857) Other expense, net (19,919) Loss before income taxes (55,776) Benefit from income taxes 14,042 Net loss $ (41,734) Geographic information The following table represents revenue by geographic area, the United States, and all other countries, based on the geographic location of the Company’s subsidiaries. Year ended December 31, 2021 2020 United States $ 91,432 $ 64,156 International 1,762 1,640 $ 93,194 $ 65,796 As of December 31, 2021 and 2020, long-lived assets located outside of the United States were not material. |
COMMON STOCK_2
COMMON STOCK | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SHAREHOLDERS' EQUITY | ||
COMMON STOCK | 11. COMMON STOCK Class A — Common stock The total number of capital stock the Company has authority to issue is 1,000 shares of Class A Common Stock, par value $0.01, of which 1 common stock is issued and outstanding Voting Each holder of common stock is entitled to one vote in respect of each share held by them in the records of the Company for all matters submitted to a vote. Liquidation In the event of liquidation of the Company, the holders of common stock shall be entitled to receive all the remaining assets of the Company, after distribution of all preferential amounts, if any. Such amounts will be in proportion to the number of equity shares held by the shareholders. | 15. COMMON STOCK Class A — Common stock The total number of capital stock the Company has authority to issue is 1,000 shares of Class A Common Stock, par value $0.01, of which 1 common stock is issued Voting Each holder of common stock is entitled to one vote in respect of each share held by them in the records of the Company for all matters submitted to a vote. Liquidation In the event of liquidation of the Company, the holders of common stock shall be entitled to receive all the remaining assets of the Company, after distribution of all preferential amounts, if any. Such amounts will be in proportion to the number of equity shares held by the shareholders. |
STOCK-BASED COMPENSATION_2
STOCK-BASED COMPENSATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
STOCK-BASED COMPENSATION | ||
STOCK-BASED COMPENSATION | 12. STOCK-BASED COMPENSATION The Parent may, subject to the approval of the Board of Managers, issue its Class A, B, C, D or F Holdings units to employees, officers, directors, consultants or other service providers of the Company in exchange for services rendered. Specific terms and conditions of such issuances are to be established by the Board of Managers of the Parent. In February 2021, the Parent’s Board of Managers approved the amended and restated 2013 Class D Incentive Unit Plan. The plan authorizes 91,177,477 Class D Incentive Units for issuance to the Company’s employees. As of March 31, 2022, only Management Incentive Units for Class D units were unvested at the Holdings level. There were no incentive awards granted during the three months ended March 31, 2022. As of March 31, 2022, the total unrecognized stock-based compensation expense related to the incentive units outstanding was $1,024, which is expected to be recognized over a weighted-average service period of three years. The per unit fair value of Class D incentive awards granted during the year ended December 31, 2021 ranged between $0.002 and $0.13 and was estimated as of grant date using the following assumptions: 2021 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 0.81% – 1.26% Expected volatility 50.92% – 53.85% Expected dividend rate 0% Weighted average contractual life 0- 2.5 The per unit fair value of the Class D incentive awards granted prior to fiscal year 2021 were estimated at the date of grant using “the Black-Scholes” option pricing model, using the following assumptions: 2018 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 2.9% Expected volatility 26.0% Expected dividend rate 0% Weighted average contractual life 0 - 2.5 The following table summarizes the Incentive Units activity for the periods from December 31, 2021 through March 31, 2022: Weighted Weighted average Number of Class D average grant remaining Incentive Units date fair contractual Weighted average Outstanding value of units life (Years) exercise price Unvested – December 31, 2021 10,278,486 0.13 2 0.03 Granted — — Vested (89,359) 0.002 Forfeited or canceled (50,000) — Unvested – March 31, 2022 10,139,127 0.1 1.75 0.03 | 16. STOCK-BASED COMPENSATION The Parent may, subject to the approval of the Board of Managers, issue its Class A, B, C, D or F Holdings units to employees, officers, directors, consultants or other service providers of the Company in exchange for services rendered. Specific terms and conditions of such issuances are to be established by the Board of Managers of the Parent. As of December 31, 2021, only Management Incentive Units for Class D units were unvested at the Holdings level. Class D Management Incentive Units In February 2021, the Parent’s Board of Managers approved the amended and restated 2013 Class D Incentive Unit Plan. The plan authorizes 91,177,477 Class D Incentive Units for issuance to the Company’s employees. During 2021, 42,288,769 units were granted to certain employees, consultants of Metaminds Software Solutions Ltd, consultants of Metaminds Technologies Pvt Ltd, and other external consultants. Class D incentive awards are estimated using the “Black-Scholes” option pricing model. The “Black- Scholes” model requires the use of assumptions, including expected volatility and expected term, which greatly affect the calculated values and require significant analysis and judgment to develop. The expected term of Class D incentive awards was calculated as the weighted average of the time to vesting. The risk-free rate is based on the rates in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to each award’s expected term. The expected volatility is based on the volatility of publicly traded industry peer companies. A dividend yield of zero is applied since Parent has not historically paid dividends and has no intention to pay dividends in the near future. The per unit fair value of Class D Incentive awards granted during the year ended December 31, 2021 ranged between $0.002 and $0.13 and was estimated as of grant date using the following assumptions: 2021 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 0.81% – 1.26% Expected volatility 50.92% – 53.85% Expected dividend rate 0% Weighted average contractual life 0 – 2.5 There were no incentive awards granted during the years ended December 31, 2020 and December 31, 2019, respectively. The per unit fair value of the Class D incentive awards granted prior to fiscal year 2019 were estimated at the date of grant using “the Black-Scholes” option pricing model, using the following assumptions: 2018, 2017 and 2016 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 2.9% Expected volatility 26.0% Expected dividend rate 0% Weighted average contractual life 0 – 2.5 The following table summarizes the Incentive Units activity for the years ended December 31, 2021 and December 31, 2020: Weighted average Weighted Number of Class D Weighted average remaining average Incentive Units grant date fair contractual life exercise Outstanding value of units (Years) price Unvested – December 31, 2019 6,136,479 $ 0.003 0.84 $ 0.01 Granted — — — — Vested (5,741,810) 0.003 — 0.01 Forfeited or canceled — — — 0.01 Unvested – December 31, 2020 394,669 0.003 0.67 0.01 Granted 42,288,769 0.12 — 0.07 Vested (29,036,941) 0.13 — 0.01 Forfeited or canceled (3,368,011) 0.002 — 0.71 Unvested – December 31, 2021 10,278,486 $ 0.13 2 $ 0.03 The Incentive Units granted during fiscal year 2021 have service-based vesting requirements with an accelerated vesting clause in which all unvested incentive units shall become vested upon the sale of the Company. The stock-based compensation expense related to such incentive units is recognized ratably over the service period. The service-based vesting period for these awards is During the year ended December 31, 2021, the Company recognized $3,936 in stock-based compensation expense related to the incentive units granted during fiscal year 2021. During the year ended December 31, 2020, the Company recognized $15 in stock-based compensation expense related to the incentive units granted during fiscal year 2020. As of December 31, 2021, the total unrecognized stock-based compensation expense related to the incentive units outstanding was $1,114, which is expected to be recognized over a weighted-average service period of three years. The following table summarizes the components of the total stock-based compensation expense included in the statement of operations: Year ended December 31, 2021 2020 Personnel expense $ 3,920 $ 15 Sales and other expenses 16 — $ 3,936 $ 15 The Company did not recognize any tax benefits related to stock-based compensation expense during the year ended December 31, 2021 or December 31, 2020. |
SUBSEQUENT EVENTS_2_3_4
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred through May 19, 2022, which represents the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. Related Party Agreement The Mondee Group LLC (“Borrower”) promissory note was amended on May 18, 2022. Per the amendment, the principal and interest owing may be repaid, at the election of the Borrower, in cash or units of Mondee Holdings LLC (“Holdings”), or any securities received in redemption of, as a distribution on or in exchange for the units of Holdings in connection with the closing of the transactions contemplated by the Business Combination Agreement, dated December 20, 2021, among Mondee Holdings II, Inc., Ithax Acquisition Corp., Ithax Merger Sub I, LLC and Ithax Merger Sub II, LLC, or a combination thereof. | 17. SUBSEQUENT EVENTS The Company evaluated subsequent events through March 19, 2022, which represents the date the consolidated financial statements were available to be issued. There were no subsequent events or transactions identified which require disclosure. |
SUMMARY OF SIGNIFICANT ACCOU_17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Use of estimates | Use of estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, the determination of the incremental borrowing rate used for operating lease liabilities, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long-lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. | Use of estimates The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long- lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. |
Cash, cash equivalents, restricted cash, and restricted short-term investments | Cash, cash equivalents, restricted cash, and restricted short-term investments We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and various deposit accounts. We record certificate of deposits (“CDs”) with original maturities greater than three months as short-term investments on the consolidated balance sheets. These investments are held to maturity and recorded at amortized cost basis. We have entered into agreements with financial institutions to extend letters of credit to certain airlines and the Airlines Reporting Corporation (“ARC”). These letters of credit are extended to secure payment for the potential purchase of airline tickets in the ordinary course of business. We have placed short-term certificates of deposits and investment in money market funds with financial institutions as collateral under these arrangements and accordingly they have been presented as ‘restricted short-term investments’ and ‘restricted cash and cash equivalents’, respectively, on the consolidated balance sheets. The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows: As of December 31, 2021 2020 Cash and cash equivalents $ 15,506 $ 31,425 Restricted cash — 100 $ 15,506 $ 31,525 | |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. The allowance for doubtful accounts and contract assets was estimated based on historical experience, aging of the receivable, credit quality of the customers, economic trends and other factors that may affect our ability to collect from customers. | |
Property and equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis using mid-month convention over the estimated useful lives of the related assets. Repairs and maintenance expenditures are expensed as incurred. Leasehold improvements are amortized over the shorter of the useful life or lease term. Our property and equipment are assigned the following useful lives: Useful Lives Computer equipment 3 – 7 years Furniture and office equipment 5 – 7 years Capitalized software 3 years | |
Website and internal-use software development costs | Website and internal-use software development costs Acquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements which is considered to be three years. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. | |
Business combination | Business combination The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in our consolidated statements of operations. Identifiable assets (including intangible assets) and liabilities assumed (including contingent liabilities) are measured initially at their fair values at the acquisition date. We recognize goodwill if the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires us to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. Our estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. We include the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. Our acquisitions include an earn-out consideration as part of the purchase price that is classified as a liability. The fair value of the earn-out consideration is estimated as of the acquisition date based on our estimates and assumptions, including valuations that utilize customary valuation procedures and technique. The fair value measurement includes inputs that are Level 3 measurement (unobservable inputs in which little or no market data exists). Should actual results increase or decrease as compared to the assumption used in our analysis, the fair value of the earn-out consideration obligations will increase or decrease, as applicable. Changes in the fair value of the earn-out consideration are recorded within operating expenses. | |
Recoverability of goodwill and indefinite-lived intangible assets | Recoverability of goodwill and indefinite-lived intangible assets Goodwill is not subject to amortization and is tested annually or more when events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we typically perform our qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the goodwill is more likely than not impaired. If a quantitative assessment is made we compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit’s carrying amount over its fair value. We generally base our measurement of fair value of reporting units, on a blended analysis of the present value of future discounted cash flows and market valuation approach. The discounted cash flows model indicates the fair value of the reporting units based on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: our weighted average cost of capital; long-term rate of growth and profitability of our business; and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison of the Company to comparable publicly traded firms in similar lines of business. Our significant estimates in the market approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting units. We believe the weighted use of discounted cash flows and market approach is the best method for determining the fair value of our reporting units because these are the most common valuation methodologies used within the travel and internet industries; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis. In our evaluation of our indefinite-lived intangible assets, we typically first perform a qualitative assessment prior to performing the quantitative analysis, to determine whether the fair value of the indefinite- lived intangible asset is more likely than not impaired. An impairment charge is recorded for the excess of the carrying value of indefinite-lived intangible assets over their fair value, if necessary. We base our measurement of fair value of indefinite-lived intangible assets, which consist of trade name, using the relief- from-royalty method. This method assumes that the trade name has value to the extent that its owner is relieved of the obligation to pay royalties for the benefits received from them. | |
Intangible assets | Intangible assets Intangible assets are amortized over the period of estimated benefit using the straight-line method, as the consumption pattern of the asset is not apparent. No significant residual value is estimated for intangible assets. Amortization Period Covenants not to compete 5 years Trade name with definite life 20 years Acquired technology 10 years Customer relationships 5 – 10 years Supplier relationships 15 years Developed technology 5 – 10 years | |
Recoverability of intangible assets with definite lives and other long-lived assets | Recoverability of intangible assets with definite lives and other long-lived assets Intangible assets with definite lives and other long-lived assets are carried at cost and are amortized on a straight-line basis over their estimated useful lives of one property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we will assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value. Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell. | |
Revenue recognition | Revenue recognition Our revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel suppliers through our platforms. These services are primarily related to reservation of airline tickets. It also includes, to a lesser extent, services related to reservation of hotel accommodation, rental car, travel insurance and other travel products and services. While we generally refer to a consumer that books travel reservation services on our platforms as our customer, for accounting purposes; our customers are the travel suppliers. Our contracts with travel suppliers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to us. Therefore, we are an agent in a transaction and our revenues are presented on a net basis (that is, the amount billed to a traveler less the amount paid to a travel supplier) in the consolidated statements of operations. Our revenue is earned through service fees, margins and commissions. We earn incentives from airline companies which are recognized based on the achievement of targets set by contract, that mainly relate to the amount of airline ticket bookings that have been flown, and consequently are not subject to cancellation. We also receive incentives from our Global Distribution System (“GDS”) service providers based on the volume of segment bookings mediated by us through the GDS systems. In addition to the above travel-related revenue, we also generate revenue from incentives received from credit card companies for ancillary services based on the volume of transaction amount processed by us. Revenue from service fee, margin and commission on sale of airline tickets is recognized when the traveler books the airline ticket as the performance obligation is satisfied by us on issuance of an airline ticket to the traveler. Revenue is recorded net of cancellation, refunds and chargebacks. In the event of cancellation of airline tickets, revenue recognized in respect of commissions and margins earned by us on such tickets is reversed and is netted off from the revenue earned during the fiscal period at the time the cancellation is made by the customers. Revenue from commission and margin on other travel products and services is recognized when the traveler completes the reservation as our performance obligation is satisfied at that point. Revenue relating to contracts with travel suppliers which include incentive payments from airline companies and GDS are accounted for as variable consideration when the amount of revenue to be recognized can be estimated to the extent that it is probable that a significant reversal of any incremental revenue will not occur. This revenue is recognized net off cancellations, refunds and shortfall penalty fees, as applicable, at a time when performance targets are achieved. When an airline ticket is purchased, there is a risk of customer chargebacks including those related to fraud. We record estimates for chargebacks of our fees or margin or commission earned upon sale of airline tickets as variable consideration. We record estimates for losses related to chargebacks of the cost of tickets as an operating expense classified within sales and other expense. Reserves are recorded based on our assessment of various factors, including the amounts of actual chargeback activity during the current year. Our ‘Rocketrip’ platform offers a corporate travel cost savings solution through its technology platform. We generate subscription and set-up revenue from customers who are provided access to our platform as software-as-a-service. Revenue is recognized over the term of the contract. ‘Tripplanet’ is an end-to-end business travel platform for small to medium sized businesses, membership organizations, associations, educational institutions, and NGOs. The platform combines Mondee’s global content hub, marketplace, and conversational commerce engine to provide organizations discounted rates for airfare, hotels, and cars using our private platform. Individuals within these organizations can also utilize the platform for leisure travel. The platform is set up as a subscription base service where revenue is recognized over the term of the contract. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied. ‘Unpub’ provides consumer groups access to a subscription based private membership travel platform where they can purchase flights, reserve hotel rooms and rental cars, and receive member benefits. Revenue related to the subscription platform is recorded over the contract period. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied. | |
Sales and other expenses | Sales and other expenses Sales and other expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations, fraud protection services and other services; (3) customer relations costs and (4) customer chargeback provisions. | |
Personnel expenses | Personnel expenses Personnel expenses consist of compensation to the Company’s personnel, including salaries, stock- based compensation, bonuses, payroll taxes and employee health and other benefits. | |
Marketing expenses | Marketing expenses We report advertising and affiliate marketing costs under “Marketing expenses” in the consolidated statements of operations. Advertising costs are expensed as incurred. These costs primarily consist of direct costs from search engines and internet portals, television, radio and print spending, private label, public relations, and other costs. The Company incurred advertising expenses of approximately $16,595 and $11,455 during the years ended December 31, 2021, and 2020, respectively. The Company makes use of affiliate marketing to promote airline ticket sales and generate bookings through its websites and platform. The platform provides affiliates with technology and access to a wide range of products and services. The Company pays commission to third party affiliates for the bookings originated through the Company’s websites and platform based on targeted merchandising and promotional strategies implemented by the Company from time to time. | |
Information technology | Information technology Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and web hosting costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company’s services. | |
Debt issuance costs and debt discounts | Debt issuance costs and debt discounts Debt issuance costs include costs incurred in connection with the issuance of debt, which are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability and are amortized over the term of the debt to interest expense. Debt issuance costs of the revolving credit facility are amortized on a straight-line basis, while all other debt issuance costs are amortized using the effective interest method. Debt discounts incurred in connection with the issuance of debt have been reported as a direct deduction to the carrying value of debt and are being amortized to interest expense using the effective interest method. Amortization of debt issuance costs and debt discounts included in interest expense was | |
Stock-based compensation | Stock-based compensation The Company’s employees and independent consultants participate in Parent’s stock-based compensation plans. Stock-based compensation expense has been allocated by the Company based on the awards and terms granted to the Company’s employees and independent consultants. The fair value of awards in the Parent issued to the Company’s employees are treated as capital contributions and the associated stock-based compensation expense are expensed on the Company’s Statements of Operations. The Company accounts for stock-based awards in accordance with ASC 718, Compensation — Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values. The Company uses the estimated grant date calculated fair value method of accounting for all share based payment awards. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of four years. The Company estimates the fair value of awards using the Black-Scholes option pricing model. The model requires management to make a number of assumptions including expected volatility, expected term, risk free interest rate and expected dividends. The fair value of the awards is expensed over the related service period which is typically the vesting period. Equity based compensation expense is based on awards that are expected to vest. The Company accounts for forfeitures as they occur. The Company evaluates the assumptions used to value its share based awards on an annual basis. | |
Employee benefits | Employee benefits Contributions to defined contribution plans are charged to the consolidated statements of operations in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are recognized in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recognized as a component of net periodic cost. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions. These assumptions may not be within the control of the Company and accordingly it is reasonably possible that these assumptions could change in future periods. The Company reports the net periodic cost under personnel expenses on the consolidated statement of operations. The Company recognizes its liabilities for compensated absences depending on whether the obligation is attributable to employee services already rendered, rights to compensated absences vest or accumulate and payment is probable and estimable. | |
Income taxes | Income taxes The Company is subject to payment of federal and state income taxes in the U.S. and other forms of income taxes in other jurisdictions. Consequently, the Company determines its consolidated provision for income taxes based on tax obligations incurred using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, the Company believes it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company evaluates uncertain tax positions to determine if it is more likely than not that they would be sustained upon examination. The Company records a liability when such uncertainties fail to meet the more likely than not threshold. A US shareholder is subject to current tax on “global intangible low-taxed income” (GILTI) of its controlled foreign corporations (CFCs). The Company is subject to tax under GILTI provisions and includes its CFCs income in its US income tax provision in the period the CFCs earn the income. | |
Foreign currency transactions | Foreign currency translation The assets and liabilities of subsidiaries whose functional currency is other than the U.S. dollar are translated at the period end rate of exchange. Consolidated statements of operations items are translated at the average rates prevailing during the period. The resulting translation adjustment is recorded as a component of accumulated other comprehensive income (loss) and is included in consolidated statements of stockholder’s equity (deficit). Foreign currency transactions Transactions in foreign currencies are translated into the functional currency at the rates of exchange prevailing at the date of the transaction. Monetary items denominated in foreign currency remaining unsettled at the end of the year are translated at the closing rates as of the last day of the year. Gains or losses, if any, on account of exchange difference either on settlement or translation are recognized in consolidated statements of operations. Foreign currency transaction gains and losses will be included in “Other income (expense), net” in the Company’s consolidated statements of operations. | |
Comprehensive loss | Comprehensive loss Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss includes gains and losses on foreign currency translation. | |
Segment reporting | Segment reporting We identify a business as an operating segment if: i) it engages in business activities from which it may earn revenues and incur expenses; ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer (‘CEO’), to make decisions about resources to be allocated to the segment and assess its performance; and iii) it has available discrete financial information. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. Operating segments are aggregated into a reportable segment if the operating segments are determined to have similar economic characteristics and if the operating segments are similar in the following areas: i) nature of products and services; ii) nature of production processes; iii) type or class of customer for their products and services; iv) methods used to distribute the products or provide services; and v) if applicable, the nature of the regulatory environment. We have two operating segments: ‘Travel Marketplace’ and ‘SAAS Platform’. The Travel Marketplace segment (transactional business serving the end travelers directly or through travel affiliates) primarily consists of selling airline tickets through our proprietary platform. The SAAS Platform segment offers corporate travel cost savings solutions through its own technology platform. Our operating segments are also our reportable segments. See Note 14 for segment information. | |
Fair value measurements | Fair value measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: ● Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. ● Level 2 — Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets, but corroborated by market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. | |
Certain risks and concentrations | Certain risks and concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company does not consider there to be significant concentration of credit risk relating to accounts receivable. The Company’s cash and cash equivalents and restricted cash are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. 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 and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. | Certain risks and concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. The Company does not consider there to be significant concentration of credit risk relating to accounts receivables. The Company’s cash and cash equivalents and restricted cash are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprise of amounts due from affiliates, airline companies and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. |
Contingent liabilities | Contingent liabilities Loss contingencies arise from claims and assessments and pending or threatened litigation that may be brought against the Company by individuals, governments, or other entities. Based on the Company’s assessment of loss contingencies at each consolidated balance sheet date, a loss is recorded in the consolidated financial statements if it is probable that an asset has been impaired, or liability has been incurred and the amount of the loss can be reasonably estimated. If the amount cannot be reasonably estimated, we disclose information about the contingency in the consolidated financial statements. We also disclose information in the consolidated financial statements about reasonably possible loss contingencies. The Company will review the developments in the contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed. The Company will adjust provisions and changes to its disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of loss. These estimates have been based on our assessment of the facts and circumstances at each consolidated balance sheet date and are subject to change based on new information and future events. Outcomes of litigation and other disputes are inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, the consolidated results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. | |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements On January 1, 2022, the Company adopted FASB ASU No. 2016-02, Leases (Topic 842), which requires recognition of right-of-use (“ROU”) assets and lease liabilities for most leases on the Company’s condensed consolidated balance sheet. The Company adopted Topic 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11. As a result, the Company was not required to adjust its comparative periods’ financial information for effects of the standard or make the new required lease disclosures for the periods before the date of adoption (i.e., January 1, 2022). The Company elected the package of practical expedients which allowed the Company not to reassess (1) whether existing or expired contracts, as of the adoption date, contain leases, (2) the lease classification for existing leases, and (3) whether existing initial direct costs meet the new definition. The Company also elected the practical expedient to not separate lease and non-lease components for its facility leases. The Company notes that adopting the new standard resulted in recording a lease liability and right- of-use asset associated with the Company’s facility lease agreement totaling $2,282 and $2,200, respectively as of January 1, 2022. | Recently adopted accounting policies In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The intent of this pronouncement is to align the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software as defined in ASC 350-40. Under ASU 2018-15, the capitalized implementation costs related to a cloud computing arrangement will be amortized over the term of the arrangement and all capitalized implementation amounts will be required to be presented in the same line items of the Consolidated financial statements as the related hosting fees. ASU 2018-15 is effective for public and private companies’ fiscal years beginning after December 15, 2019, and December 15, 2020, respectively, and interim periods within those fiscal years, with early adoption permitted. The Company adopt ASU 2018-15 under the private company transition guidance as of January 1, 2021. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements. |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for public and private companies’ fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and December 15, 2022, respectively. The Company is currently evaluating the impact on the Company’s condensed consolidated financial statements. | Recent accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for public and private companies’ fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and December 15, 2022, respectively. The Company is currently evaluating the impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU no. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). This guidance clarifies certain aspects of the current guidance to promote consistency among reporting of an issuer’s accounting for modifications or exchanges of freestanding equity- classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for all entities, including adoption in an interim period. The Company is currently evaluating the potential impact of this adoption on its consolidation financial statements. |
SUMMARY OF SIGNIFICANT ACCOU_18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of cash and cash equivalents | As of December 31, 2021 2020 Cash and cash equivalents $ 15,506 $ 31,425 Restricted cash — 100 $ 15,506 $ 31,525 |
Schedule of Property and Equipment, net | Useful Lives Computer equipment 3 – 7 years Furniture and office equipment 5 – 7 years Capitalized software 3 years |
Schedule of definite lives and other long-lived assets | Amortization Period Covenants not to compete 5 years Trade name with definite life 20 years Acquired technology 10 years Customer relationships 5 – 10 years Supplier relationships 15 years Developed technology 5 – 10 years |
FAIR VALUE MEASUREMENT (Table_2
FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | ||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table sets forth the Company’s financial liabilities that were measured at fair value, on a recurring basis: March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Earn-out consideration (1) — $ — $ 762 $ 762 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Earn-out consideration (1) $ — $ — $ 597 $ 597 (1) The earn-out consideration represents arrangements to pay the former owners of LBF, acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and three month ended March 31, 2022. As of March 31, 2022, there was no payment given the Company did not meet the EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) threshold required. Earn-out consideration is included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. | The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis: December 31, 2021 Level 1 Level 2 Level 3 Total Assets Restricted cash and cash equivalents (1) — — — — Total assets $ — $ — $ — $ — Liabilities Earn-out consideration (2) — $ — $ 597 $ 597 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Restricted cash and cash equivalents (1) 100 — — 100 Total assets $ 100 $ — $ — $ 100 Liabilities Earn-out consideration (2) $ — $ — $ 332 $ 332 (1) Includes money market funds that are highly liquid investments with maturity periods of three months or less. (2) The earn-out consideration represents arrangements to pay the former owners of LBF, acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and 2022. Earn-out consideration is included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | March 31, March 31, 2022 2021 Balance, beginning of period $ 597 $ 332 Change in the estimated fair value of earn-out consideration 165 208 Balance, end of period $ 762 $ 540 | The following table summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (in thousand): For the Year Ended December 31, 2021 2020 Balance, beginning of year $ 332 $ 398 Change in the estimated fair value of earn-out consideration 265 (66) Balance, end of year $ 597 $ 332 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of Property and Equipment, net | As of December 31, 2021 2020 Capitalized software $ 27,606 $ 19,326 Computer equipment 749 655 Furniture and office equipment 428 357 Leasehold improvements 233 233 Capitalized software development in process 1,218 4,898 Total property and equipment 30,234 25,469 Less: accumulated depreciation and amortization (21,360) (16,313) Total property and equipment, net $ 8,874 $ 9,156 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
GOODWILL AND INTANGIBLE ASSETS, NET | |
Schedule of Intangible Assets and Goodwill | The following table presents our goodwill and intangible assets as of December 31, 2021 and 2020, As of December 31, 2021 2020 Goodwill $ 66,420 $ 66,420 Intangible assets with indefinite lives 12,028 12,028 Intangible assets with definitive lives, net 51,680 59,562 |
Schedule of Change in Goodwill by reportable segments | Travel SAAS Marketplace Platform Total Balance as of December 31, 2019 $ 27,277 $ — $ 27,277 Additions 31,722 7,421 39,143 Impairment charges — — — Balance as of December 31, 2020 58,999 7,421 66,420 Additions — — — Impairment charges — — — Balance as of December 31, 2021 $ 58,999 $ 7,421 $ 66,420 |
Schedule of Finite-Lived Intangible assets, net | Year ending December 31, 2022 $ 6,337 2023 6,337 2024 6,337 2025 6,163 2026 5,815 Thereafter 20,691 $ 51,680 |
Schedule of estimated future amortization expense | Definite life Intangible assets, net consisted of the following as of December 31, 2021: Weighted- average Remaining Gross Useful Life Carrying Accumulated Net Carrying (in years) Amount Amortization Amount Customer relationships 5.57 $ 60,778 $ (24,613) $ 36,165 Trade name 9.95 9,580 (4,816) 4,764 Acquired technology — 7,430 (7,430) — Supplier relationships 13.02 5,767 (769) 4,998 Developed technology 8.24 7,220 (1,467) 5,753 Covenants not to compete — 332 (332) — Balances as of December 31, 2021 $ 91,107 $ (39,427) $ 51,680 Definite life intangible assets, net consisted of the following as of December 31, 2020: Weighted- average Remaining Gross Useful Life Carrying Accumulated Net Carrying (in years) Amount Amortization Amount Customer relationships 6.57 $ 60,778 $ (18,953) $ 41,825 Trade name 10.95 9,580 (4,337) 5,243 Acquired technology 0.75 7,430 (6,873) 557 Supplier relationships 14.02 5,767 (376) 5,391 Developed technology 9.24 7,220 (674) 6,546 Covenants not to compete — 332 (332) — Balances as of December 31, 2020 $ 91,107 $ (31,545) $ 59,562 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
Schedule of Accrued expenses and other current liabilities | As of December 31, 2021 2020 Accrued expenses $ 4,834 $ 4,548 Provision for chargebacks 3,176 4,150 Accrued compensation and benefits 1,427 905 Earn-out consideration payable 597 332 Other current liabilities 320 1,542 $ 10,354 $ 11,477 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instrument [Line Items] | |
Schedule of total interest expense recognized related to the loans payable to lenders and other payment obligations | The following table sets forth the total interest expense recognized related to the loans payable to lenders and other payment obligations mentioned above. Year ended December 31, 2021 2020 Cash interest expense $ 6,587 $ 99 Payment in kind interest, net (1) 14,582 19,619 LOC commitment charges 153 141 Amortization of debt issuance costs 2,361 551 $ 23,683 $ 20,410 (1) Represents Payment in Kind Interest for the Company’s outstanding TCW Loan net of the reclass of interest expense related to capitalized software development amounting to $358 and $334 in 2021 and 2020 respectively . (2) Includes paid in kind amendment fee of $1,754 . |
Outstanding PPP and other governmental loans | |
Debt Instrument [Line Items] | |
Schedule of outstanding loan arrangements | The following table summarizes the Company’s outstanding PPP and other governmental loans arrangements: As of December 31, 2021 2020 HASCAP $ 198 $ — CEBA 55 39 PPP 2,000 4,292 Total PPP and other governmental loans $ 2,253 $ 4,331 Lee: current portion of PPP and other governmental loans (338) — Total PPP and other governmental loans, net of current portion $ 1,915 $ 4,331 |
Schedule of maturities of borrowing arrangements, PPP loans and other government loans | The future maturities of the Company’s borrowing arrangements, PPP loans and other government loans are as follows: PPP and Other Year ending December 31, Borrowing Arrangements Governmental Loans 2022 $ 11,063 $ 338 2023 9,243 571 2024 166,850 560 2025 — 566 2026 — 113 Thereafter — 105 187,156 2,253 Less: Loan origination fees (13,923) — $ 173,233 $ 2,253 |
Outstanding borrowing arrangements, excluding PPP and other governmental loans | |
Debt Instrument [Line Items] | |
Schedule of outstanding loan arrangements | The following table summarizes the Company’s outstanding borrowing arrangements, excluding PPP and other governmental loans As of December 31, 2021 2020 TCW Credit Agreement $ 150,000 $ 150,000 Cumulative PIK interest for TCW Credit Agreement (2) 36,858 20,164 GDS Obligation 298 745 Vendor Obligation — 191 Total outstanding principal balance $ 187,156 $ 171,100 Less: Unamortized debt issuance costs and discounts (13,923) (14,455) Total debt $ 173,233 $ 156,645 Less : Current portion of long term debt (11,063) (8,618) Long term debt, net of current portion $ 162,170 $ 148,027 (2) Includes paid in kind amendment fee of $1,754 . |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Rocketrip | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of purchase consideration | Purchase Price Consideration Cash consideration (i) $ 2,500 Issuance of shares of Parent stock and Put Option (ii) 3,133 Deferred issuance of shares of Parent stock and Put Option (iii) 2,611 Total purchase price consideration $ 8,244 (i.) Cash consideration of $2,500 includes repayment of RT historical payment obligations, cash paid for seller fees, and outstanding debt obligations. (ii.) The Parent issued on date of the agreement 4,233,102 of Class F stocks and put options on each share (iii.) On the 5 th Anniversary of the acquisition agreement the Parent will issue 3,528,585 shares of Class F share and put options on each stock. In the event of a sale of the Company prior to the delivery of the Deferred shares, the Parent will be obligated to accelerate the issuance of the deferred shares. |
Summary of fair values of assets acquired and liabilities assumed | The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Trade accounts receivables $ 745 Prepaid and other current assets 2,116 Property and equipment, net 105 Intangible assets 4,162 Trade accounts payable (684) Accrued expenses and other current liabilities (696) Deferred revenue (4,906) Other non-current liabilities (19) Net identifiable assets 823 Goodwill 7,421 Total purchase consideration $ 8,244 |
Summary of identifiable intangible assets and estimated useful lives | Useful life (years) Fair value Customer relationships 5 $ 1,825 Trade names — 1,551 Developed technology 5 786 Total acquired intangibles $ 4,162 |
Cosmopolitan Travel Services, Inc | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of purchase consideration | Purchase price consideration Cash consideration (i) $ 39,000 Issuance of Parent stock and put options (ii) 35,448 Total purchase price consideration $ 74,448 (i) Cash consideration of $39,000 includes cash transferred to selling shareholders, repayment of CTS’ historical payment obligations, and cash paid for seller fees. (ii) Pursuant to the Merger Agreement dated February 6, 2020, and the First Amendment to the Business Combination dated May 4, 2020, the Parent issued 37,857,222 Class F shares and put options on each share, allowing CTS shareholders to resell the shares. |
Summary of fair values of assets acquired and liabilities assumed | The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Cash and cash equivalents $ 6,588 Restricted short-term investments 2,572 Trade accounts receivable 5,108 Other non-current assets 143 Property and equipment, net 23 Intangible assets, net 51,621 Trade accounts payable (4,296) Accrued expenses and other current liabilities (4,909) Deferred tax liability (14,124) Net identifiable assets 42,726 Goodwill 31,722 Total purchase consideration $ 74,448 |
Summary of identifiable intangible assets and estimated useful lives | Useful life (years) Fair value Customer relationships 10 $ 43,083 Trade names — 4,977 Developed technology 10 3,561 Total acquired intangibles $ 51,621 |
LBF Travel Holdings LLC | |
Business Acquisition [Line Items] | |
Schedule of acquisition date fair value of purchase consideration | Purchase price consideration Assumed liability (i) $ 3,423 Promissory notes issued (ii) 1,750 Issuance of shares of Parent stock and Put Option (iii) 16,051 Earn-out consideration (iv) 396 Total purchase price consideration $ 21,620 (i) Assumed liability of $3,423 LBF’s historical payment obligations assumed by the Company. (ii) Promissory note issued to erstwhile shareholder of LBF (Refer note 13) (iii) The Parent issued on date of the agreement 18,035,146 of Class F stocks and put options on each stock (iv) Earn-out consideration as given below An arrangement was entered into on the date of acquisition whereby the Company will make two payments to the former shareholders (the ‘sellers’) of LBF based on LBF’s future performance. The first payment will be made at the end of fiscal 2020 and the second payment at end of fiscal 2021. The minimum payment under the arrangement is $0 and the maximum payment under the arrangement is $2,700 in aggregate. As of the acquisition date, the fair value of the earn-out recognized was $396. On May 15, 2020, the earn-out consideration arrangement was amended to change the performance periods and payment dates from fiscal years 2020 and 2021 to fiscal years 2021 and 2022. The fair value of the earn-out liability is estimated using scenario-based methods or option pricing methods based on future performance. The earn-out consideration is included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. The Company had |
Summary of fair values of assets acquired and liabilities assumed | Cash $ 1,146 Trade accounts receivable 2,518 Property and equipment, net 284 Prepaid expenses and other current assets 591 Other non-current assets 384 Intangible assets 14,140 Trade accounts payable (12,788) Other non-current liabilities (42) Accrued liabilities (1,399) Net identifiable assets 4,834 Goodwill 16,786 Total purchase price consideration $ 21,620 |
Summary of identifiable intangible assets and estimated useful lives | Useful life (years) Fair value Supplier relationships 15 $ 5,767 Trade name — 5,500 Developed technology 10 2,873 Total acquired intangibles $ 14,140 |
REVENUE (Tables)_2
REVENUE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
REVENUE | ||
Schedule of disaggregation of revenue | Three Months Ended March 31, 2022 2021 Revenue from Travel Marketplace $ 37,361 $ 13,150 Revenue from SAAS Platform 292 344 $ 37,653 $ 13,494 | Year ended December 31, 2021 2020 Revenue from Travel Marketplace $ 92,038 $ 65,057 Revenue from SAAS Platform 1,156 739 $ 93,194 $ 65,796 |
Schedule of contract balances | Accounts Contract Deferred Receivable Asset Revenue Ending Balance as of December 31, 2021 10,178 3,935 (20,738) Increase/(decrease), net 7,264 2,569 749 Ending Balance as of March 31, 2022 $ 17,442 $ 6,504 $ (19,989) | The opening and closing balances of accounts receivables and deferred revenue are as follows: Accounts Receivables Contract Asset Deferred Revenue Ending Balance as of December 31, 2019 $ 15,664 $ 23,975 $ (21,386) Increase/(decrease), net (10,309) (19,555) (2,018) Ending Balance as of December 31, 2020 5,355 4,420 (23,404) Increase/(decrease), net 4,823 (485) 2,666 Ending Balance as of December 31, 2021 $ 10,178 $ 3,935 $ (20,738) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Schedule of components for loss before income taxes | The components for loss before income taxes consisted of the following: Year ended December 31, 2021 2020 United States $ (38,396) $ (55,936) International (186) 160 $ (38,582) $ (55,776) |
Schedule of provision for (benefit from) income taxes | The provision for (benefit from) income taxes consisted of the following: Year ended December 31, 2021 2020 Current tax expense: Federal $ — $ (282) State 18 74 International 121 107 139 (101) Deferred Federal 42 (9,513) State 142 (4,422) International — (6) 184 (13,941) Total provision (benefit) for income taxes $ 323 $ (14,042) |
Schedule of deferred income tax assets and liabilities | Components of the Company’s deferred income tax assets and liabilities are as follows: Year ended December 31, 2021 2020 Accrued bonus and vacation $ 308 $ 169 Allowance for doubtful accounts 1,649 1,584 Charity deduction carryover 1 — Deferred rent 12 29 Deferred revenue 5,212 5,771 Accrued expenses 1,256 904 Fixed assets (1,588) (871) Intangible assets (16,533) (17,777) Other 384 429 Inventory 162 51 State tax 7 7 Interest expense limitation 12,328 7,412 Net operating loss 31,901 26,302 Total non-current 35,099 24,010 Valuation allowance (35,611) (24,338) Total net deferred tax liability $ (512) $ (328) |
Schedule of effective income tax rate reconciliation | The provision for (benefit from) income taxes differ from the amounts computed by applying the U.S. federal income tax rate to income (loss) before income taxes for the following reasons: Year ended December 31, 2021 2020 Federal tax at statutory rate 21.00 % 21.00 % State, net of federal benefit 9.05 9.08 Permanent differences 0.74 (0.45) Prior year payable true ups — 0.44 Adjustment to deferred through goodwill — 25.33 Foreign rate differential (0.23) (0.09) Change in valuation allowance (31.29) (30.14) Other (0.11) 0.02 Effective tax rate (0.84) % 25.19 % |
COMMITMENTS AND CONTINGENCIES_8
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||
Schedule of future minimum lease payments under operating leases | As of March 31, 2022 2022 (remaining nine months) $ 849 2023 649 2024 553 2025 263 2026 228 Thereafter 819 Total operating lease payments 3,361 Less: Imputed interest (806) Total operating lease liabilities $ 2,555 | Year ending December 31, 2022 $ 895 2023 480 2024 400 2025 188 2026 92 Thereafter 134 $ 2,189 |
Schedule of contractual obligations | By Period Total Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years 6,354 6,354 — — — | By Period Total Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years $7,258 $ 7,258 $ 0 $ 0 $ 0 $7,258 $ 7,258 $ 0 $ 0 $ 0 |
EMPLOYEE BENEFIT PLAN (Tables_2
EMPLOYEE BENEFIT PLAN (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
EMPLOYEE BENEFIT PLAN | ||
Summary of benefit obligation | Particulars As of December 31, 2021 2020 Present value of obligation as at the beginning of the year $ 383 $ 298 Interest cost 25 20 Acquisitions — — Current service cost 90 83 Benefits paid — — Actuarial gain on obligation (46) (12) Effect of exchange rate changes (8) (6) Present value of obligation as at the end of the year $ 444 $ 383 The amounts to be recognized on consolidated balance sheets Particulars As of December 31, 2021 2020 Present value of obligation as at the end of the period $ 444 $ 383 Fair value of plan assets as at the end of the period — — Funded status / (unfunded status) (444) (383) Excess of actual over estimated — — Unrecognized actuarial (gains)/losses — — Net asset/(liability)recognized in consolidated balance sheet $ (444) $ (383) Current portion 12 29 Non-current portion 432 354 | |
Summary of accumulated benefit obligation in excess of plan assets | As of December 31, 2021 2020 Accumulated benefit obligation $ 168 $ 139 | |
Components of net periodic benefit costs | Components of net periodic benefit costs, were as follows: Three Months Ended March 31, Particulars 2022 2021 Current service cost 21 21 Interest cost 6 5 Net actuarial gain recognized in the period (3) (3) Expenses recognized in the condensed consolidated statement of operations 24 23 | Particulars Year ended December 31, 2021 2020 Current service cost $ 90 $ 83 Interest cost 25 20 Net actuarial gain recognized in the period (46) (12) Expenses recognized in the consolidated statement of operations $ 69 $ 91 |
components of actuarial loss / (gain) on retirement benefits | The components of actuarial gain on retirement benefits are as follows: Three Months Ended March 31, Particulars 2022 2021 Actuarial gain for the period obligation 3 3 Actuarial (gain)/loss for the period plan assets — — Total Actuarial gain on obligation 3 3 | Particulars Year ended December 31, 2021 2020 Actuarial (gain) / loss on arising from change in financial assumption $ (34) $ 30 Actuarial gain on arising from experience adjustment (12) (42) Total Actuarial gain on obligation $ (46) $ (12) |
Summary of weighted average actuarial assumptions used to determine benefit obligations and net gratuity cost | Particulars Year ended December 31, 2021 2021 Discount rate 7.06 % 6.55 % Rate of compensation increase 7.00 % 7.00 % | |
Schedule of expected benefit payments | December 31: 2022 $ 18 2023 31 2024 31 2025 54 2026 54 2027 – 2031 364 $ 552 |
RELATED PARTY TRANSACTIONS (T_2
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | ||
Schedule of related party balances and transactions | B. Summary of balances due to and from related parties and transactions are as follows: | As of December 31, Balances as at Year End 2021 2020 Amount payable to related party Metaminds Technologies 196 — Metaminds Global 317 757 Mondee Group LLC (a) 203 — Loan receivable from Related Party Mondee Group LLC (b) 22,054 21,547 Note Payable to Related Party Note payable to CEO (c) 193 189 Year ended December 31, Transactions with Related Parties 2021 2020 Offshore IT, sales support and other services from Metaminds Software 90 428 Metaminds Technologies 230 243 Metaminds Global 208 720 Offshore software development services from Metaminds Software 362 1,230 Metaminds Technologies 919 374 Metaminds Global 831 1,036 Repayment – Note to Mondee Group LLC (e) — 5,034 Interest Income from Mondee Group Loan (b) 505 496 Repayment – Note to LBF Travel Inc. (d) — 1,750 Service fee from Mondee Group LLC (a) 1,223 — Rent expense – from Mike Melham (f) 86 86 (a) Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC, in exchange for a service fee equal to 10% of the revenue derived from the sale of such airline tickets. Mondee Group, LLC, led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (b) The Company has a secured promissory note receivable from Mondee Group LLC, bearing an interest rate of 2.33% compounded annually, with a 10 - year term, and is secured by 14,708 Class A units in Parent. The note is due the earlier of March 25, 2026, or the occurrence of a change in control event. (c) The Company has a note payable to the CEO amounting to $193 and $189 as of December 31, 2021 and 2020, respectively, and is included in loan payable to related party on the consolidated balance sheets. The loan is collateralized and carries an interest rate of 2% per annum. Principal and interest are due on demand. (d) In connection with the acquisition of LBF, the Company issued a promissory note to LBF Travel Inc. The note bears an interest rate of 2% annually with a maturity date of January 31, 2020. The entire principal amount of the note along with the interest accrued thereon, was repaid on the maturity date. (e) During the year ended December 31, 2019, the Company obtained short-term borrowing from Mondee Group LLC amounting to $5,000 in the form of a promissory notes. The note bears an interest rate of 3% annually. The entire principal amount of the note along with the accrued interest thereon, was repaid in February 2020. (f) The Company currently rents two office spaces from Mike Melham, the Company’s VP of Product Implementation. The lease commencement date for both the leases was January 1, 2020. Each lease has a term of five years . The monthly minimum base rents are immaterial. |
SEGMENT INFORMATION (Tables)_2
SEGMENT INFORMATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SEGMENT INFORMATION | ||
Schedule of detailed in our segment reconciliation | Three Months Ended March 31, 2022 Travel Marketplace SAAS Platform Total Third-party revenue $ 37,361 $ 292 $ 37,653 Intersegment revenue — — — Revenue $ 37,361 $ 292 $ 37,653 Adjusted EBITDA $ 2,767 $ (554) $ 2,213 Depreciation and amortization (2,679) (138) (2,817) Stock-based compensation (80) — (80) Operating loss $ 8 $ (692) $ (684) Other expense, net (6,253) Loss before income taxes (6,937) Provision for income taxes (54) Net loss $ (6,991) Three Months Ended March 31, 2021 Travel Marketplace SAAS Platform Total Third-party revenue $ 13,150 $ 344 $ 13,494 Intersegment revenue — — — Revenue $ 13,150 $ 344 $ 13,494 Adjusted EBITDA $ (3,245) $ (392) $ (3,637) Depreciation and amortization (3,067) (148) (3,215) Stock-based compensation — — — Operating loss $ (6,312) $ (540) $ (6,852) Other expense, net (5,434) Loss before income taxes (12,286) Provision for income taxes (65) Net loss $ (12,351) | Year ended December 31, 2021 Travel Marketplace SAAS Platform Total Third-party revenue $ 92,038 $ 1,156 $ 93,194 Intersegment revenue — — — Revenue $ 92,038 $ 1,156 $ 93,194 Adjusted EBITDA $ (3,745) $ (1,710) $ (5,455) Depreciation and amortization (12,296) (565) (12,861) Stock-based compensation (3,936) — (3,936) Operating loss $ (19,977) $ (2,275) $ (22,252) Other expense, net (16,330) Loss before income taxes (38,582) Provision for income taxes (323) Net loss $ (38,905) Year ended December 31, 2020 Travel Marketplace SAAS Platform Total Third-party revenue $ 65,057 $ 739 $ 65,796 Intersegment revenue — — — Revenue $ 65,057 $ 739 $ 65,796 Adjusted EBITDA $ (23,529) $ (899) $ (24,428) Depreciation and amortization (11,235) (179) (11,414) Stock-based compensation (15) — (15) Operating loss $ (34,779) $ (1,078) $ (35,857) Other expense, net (19,919) Loss before income taxes (55,776) Benefit from income taxes 14,042 Net loss $ (41,734) |
Schedule of based on the geographic location | Three Months Ended March 31, 2022 2021 United States $ 35,792 $ 13,262 International 1,861 232 $ 37,653 $ 13,494 | Year ended December 31, 2021 2020 United States $ 91,432 $ 64,156 International 1,762 1,640 $ 93,194 $ 65,796 |
STOCK-BASED COMPENSATION (Tab_2
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of Incentive Units activity | The following table summarizes the Incentive Units activity for the periods from December 31, 2021 through March 31, 2022: Weighted Weighted average Number of Class D average grant remaining Incentive Units date fair contractual Weighted average Outstanding value of units life (Years) exercise price Unvested – December 31, 2021 10,278,486 0.13 2 0.03 Granted — — Vested (89,359) 0.002 Forfeited or canceled (50,000) — Unvested – March 31, 2022 10,139,127 0.1 1.75 0.03 | The following table summarizes the Incentive Units activity for the years ended December 31, 2021 and December 31, 2020: Weighted average Weighted Number of Class D Weighted average remaining average Incentive Units grant date fair contractual life exercise Outstanding value of units (Years) price Unvested – December 31, 2019 6,136,479 $ 0.003 0.84 $ 0.01 Granted — — — — Vested (5,741,810) 0.003 — 0.01 Forfeited or canceled — — — 0.01 Unvested – December 31, 2020 394,669 0.003 0.67 0.01 Granted 42,288,769 0.12 — 0.07 Vested (29,036,941) 0.13 — 0.01 Forfeited or canceled (3,368,011) 0.002 — 0.71 Unvested – December 31, 2021 10,278,486 $ 0.13 2 $ 0.03 |
Summary of components of the total stock-based compensation expense | Year ended December 31, 2021 2020 Personnel expense $ 3,920 $ 15 Sales and other expenses 16 — $ 3,936 $ 15 | |
2021 Grants | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Schedule of assumptions used to calculate grant date fair value | 2021 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 0.81% – 1.26% Expected volatility 50.92% – 53.85% Expected dividend rate 0% Weighted average contractual life 0- 2.5 | 2021 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 0.81% – 1.26% Expected volatility 50.92% – 53.85% Expected dividend rate 0% Weighted average contractual life 0 – 2.5 |
2018, 2017 and 2016 Grants | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Schedule of assumptions used to calculate grant date fair value | 2018, 2017 and 2016 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 2.9% Expected volatility 26.0% Expected dividend rate 0% Weighted average contractual life 0 – 2.5 |
NATURE OF OPERATIONS - Additi_2
NATURE OF OPERATIONS - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | |
Current assets | $ 54,166 | $ 40,691 | $ 53,305 | |||||
Current liabilities | $ 65,759 | $ 48,450 | $ 45,531 | |||||
ITHAX ACQUISITION CORP. | ||||||||
Gross proceeds debt received | $ 3,576 | |||||||
Outstanding Equity Ownership Percentage | 61.60% | 62.90% | ||||||
Repayments of Debt | $ 9,742 | $ 9,814 | ||||||
PPP Loan | $ 1,576 | |||||||
Current assets | 40,691 | |||||||
Current liabilities | 48,450 | |||||||
Estimated to increase maximum shareholder redemption of common stock | $ 172,000 | 150,000 | ||||||
Shareholder no redemption of common stock | 307,000 | 267,144 | ||||||
Gross proceeds form PIPE | 70,000 | 50,000 | ||||||
Un-restricted cash | 16,590 | 15,506 | ||||||
Unused line of credit | $ 15,000 | $ 15,000 | ||||||
ITHAX ACQUISITION CORP. | Maximum | ||||||||
Repayments of Debt | $ 13,743 | $ 11,401 | ||||||
ITHAX ACQUISITION CORP. | Public Shareholders | ||||||||
Ownership percentage | 100% | 100% |
SUMMARY OF SIGNIFICANT ACCOU_19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of cash and cash equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Cash and cash equivalents | $ 16,590 | $ 15,506 | $ 31,425 |
Restricted cash | 100 | ||
Total cash and cash equivalents | $ 15,506 | $ 31,525 |
SUMMARY OF SIGNIFICANT ACCOU_20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 7 years |
Furniture and office equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Furniture and office equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 7 years |
Capitalized software | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
SUMMARY OF SIGNIFICANT ACCOU_21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible assets (Details) | 12 Months Ended | |
Dec. 20, 2019 | Dec. 31, 2021 | |
Covenants not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 5 years | |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 0 years | 20 years |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 10 years | |
Supplier relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 15 years | |
Minimum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 5 years | |
Minimum | Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 5 years | |
Maximum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 10 years | |
Maximum | Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 10 years |
SUMMARY OF SIGNIFICANT ACCOU_22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) | |
Residual value of intangible assets | $ 0 | |
Advertising expenses | 16,595 | $ 11,455 |
Amortization of debt issuance costs and debt discounts | $ 2,361 | $ 551 |
Vesting period | 4 years | |
Number of operating segments | segment | 2 | |
Minimum | ||
Estimated useful lives of intangible assets with definite lives and other long-lived assets | 1 year | |
Maximum | ||
Estimated useful lives of intangible assets with definite lives and other long-lived assets | 20 years | |
Website and internal-use software | ||
Estimated useful life of the enhancements | 3 years |
FAIR VALUE MEASUREMENT - Fina_2
FAIR VALUE MEASUREMENT - Financial assets and liabilities that were measured at fair value, on a recurring basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | |||
Restricted cash and cash equivalents | $ 100 | ||
Total assets | 100 | ||
Liabilities, Fair Value Disclosure [Abstract] | |||
Earn Out Consideration | $ 762 | $ 597 | 332 |
Level 1 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Restricted cash and cash equivalents | 100 | ||
Total assets | 100 | ||
Level 3 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Earn Out Consideration | $ 762 | $ 597 | $ 332 |
FAIR VALUE MEASUREMENT - Fair_2
FAIR VALUE MEASUREMENT - Fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (Details) - Recurring - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value as of January 1, 2021 | $ 597 | $ 332 | $ 332 | $ 398 |
Change in the estimated fair value of earn-out consideration | 165 | 208 | 265 | (66) |
Fair value as of September 30, 2021 | $ 762 | $ 540 | $ 597 | $ 332 |
FAIR VALUE MEASUREMENT - Addi_2
FAIR VALUE MEASUREMENT - Additional details (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |||
Maturity period of money market funds | 3 months | ||
Undiscounted maximum payment under earn-out consideration represents arrangements | $ 2,700 | ||
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount 1 | 0 | $ 0 | |
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount 1 | 0 | 0 | $ 0 |
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount 1 | 0 | 0 | 0 |
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount 1 | $ 0 | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 30,234 | $ 25,469 | |
Less: accumulated depreciation and amortization | (21,360) | (16,313) | |
Total property and equipment, net | 8,874 | 9,156 | $ 9,363 |
Depreciation and amortization expense | 4,979 | 3,513 | |
Capitalized software development costs | 4,600 | 4,898 | |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 27,606 | 19,326 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 749 | 655 | |
Furniture and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 428 | 357 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 233 | 233 | |
Capitalized software development in process | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 1,218 | $ 4,898 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - goodwill and intangible assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
GOODWILL AND INTANGIBLE ASSETS, NET | ||||
Goodwill | $ 66,420 | $ 66,420 | $ 66,420 | $ 27,277 |
Intangible assets with indefinite lives | 12,028 | 12,028 | ||
Intangible assets with definitive lives, net | $ 51,680 | $ 59,562 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - changes in goodwill by reportable segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 66,420 | $ 27,277 |
Additions | 0 | 39,143 |
Ending Balance | 66,420 | 66,420 |
Travel Marketplace | ||
Goodwill [Line Items] | ||
Beginning Balance | 58,999 | 27,277 |
Additions | 0 | 31,722 |
Ending Balance | 58,999 | 58,999 |
SAAS Platform | ||
Goodwill [Line Items] | ||
Beginning Balance | 7,421 | |
Additions | 0 | 7,421 |
Ending Balance | $ 7,421 | $ 7,421 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Definite life intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 91,107 | $ 91,107 |
Accumulated Amortization | (39,427) | (31,545) |
Net Carrying Amount | $ 51,680 | $ 59,562 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- average Remaining Useful Life (in years) | 5 years 6 months 25 days | 6 years 6 months 25 days |
Gross Carrying Amount | $ 60,778 | $ 60,778 |
Accumulated Amortization | (24,613) | (18,953) |
Net Carrying Amount | $ 36,165 | $ 41,825 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- average Remaining Useful Life (in years) | 9 years 11 months 12 days | 10 years 11 months 12 days |
Gross Carrying Amount | $ 9,580 | $ 9,580 |
Accumulated Amortization | (4,816) | (4,337) |
Net Carrying Amount | $ 4,764 | $ 5,243 |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- average Remaining Useful Life (in years) | 0 years | 9 months |
Gross Carrying Amount | $ 7,430 | $ 7,430 |
Accumulated Amortization | (7,430) | (6,873) |
Net Carrying Amount | $ 557 | |
Supplier relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- average Remaining Useful Life (in years) | 14 years 7 days | |
Gross Carrying Amount | 5,767 | $ 5,767 |
Accumulated Amortization | (769) | (376) |
Net Carrying Amount | $ 4,998 | $ 5,391 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- average Remaining Useful Life (in years) | 8 years 2 months 26 days | 9 years 2 months 26 days |
Gross Carrying Amount | $ 7,220 | $ 7,220 |
Accumulated Amortization | (1,467) | (674) |
Net Carrying Amount | $ 5,753 | $ 6,546 |
Covenants not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- average Remaining Useful Life (in years) | 0 years | 0 years |
Gross Carrying Amount | $ 332 | $ 332 |
Accumulated Amortization | $ (332) | $ (332) |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS, NET - estimated future amortization expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
GOODWILL AND INTANGIBLE ASSETS, NET | ||
2022 | $ 6,337 | |
2023 | 6,337 | |
2024 | 6,337 | |
2025 | 6,163 | |
2026 | 5,815 | |
Thereafter | 20,691 | |
Total | $ 51,680 | $ 59,562 |
GOODWILL AND INTANGIBLE ASSET_7
GOODWILL AND INTANGIBLE ASSETS, NET - Additional details (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GOODWILL AND INTANGIBLE ASSETS, NET | ||
Impairments of goodwill or intangible assets | $ 0 | $ 0 |
Amortization expense for intangible assets | $ 7,882 | $ 7,901 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Accrued expenses | $ 4,834 | $ 4,548 |
Provision for chargebacks | 3,176 | 4,150 |
Accrued compensation and benefits | 1,427 | 905 |
Earn-out consideration payable | 597 | 332 |
Other current liabilities | 320 | 1,542 |
Total | $ 10,354 | $ 11,477 |
DEBT - Paycheck Protection Prog
DEBT - Paycheck Protection Program Loan (PPP Loan) (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jan. 31, 2021 USD ($) | Apr. 30, 2020 USD ($) | Dec. 31, 2021 USD ($) item | Aug. 31, 2021 USD ($) | Aug. 16, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||
Aggregate amount of loan | $ 4,292 | $ 1,576 | ||||
Loan forgivable period (in weeks) | 56 days | |||||
Loan covered period (in months) | 10 months | |||||
Deferred period for loan payments (in months) | 10 months | |||||
Term of loan (in years) | 5 years | |||||
Number of consecutive payments | item | 45 | |||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Loan forgiveness applied period (in months) | 8 months | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Loan forgiveness applied period (in months) | 24 months | |||||
Outstanding PPP and other governmental loans. | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate amount of loan | $ 1,576 | $ 4,292 | ||||
Loan amount forgiveness | $ 2,000 | |||||
Loan amount applied for forgiveness | $ 2,000 |
DEBT - Canadian Loans (Other Go
DEBT - Canadian Loans (Other Government Loans) (Details) $ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||
Aug. 12, 2021 USD ($) | Jan. 31, 2021 | Dec. 31, 2021 USD ($) | Dec. 31, 2021 CAD ($) | Aug. 31, 2021 USD ($) | Aug. 12, 2021 CAD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2021 CAD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 CAD ($) | Jun. 30, 2020 USD ($) | Jun. 30, 2020 CAD ($) | Apr. 30, 2020 USD ($) | Apr. 30, 2020 CAD ($) | |
Debt Instrument [Line Items] | ||||||||||||||
Aggregate amount of loan | $ 1,576 | $ 4,292 | ||||||||||||
Term of loan (in years) | 5 years | |||||||||||||
Fixed interest rate (in percent) | 1% | 25% | 25% | |||||||||||
Canada Emergency Business Account ("CEBA") | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate amount of loan | $ 16 | $ 20 | $ 39 | $ 50 | $ 39 | $ 50 | ||||||||
Deferred period for loan payments (in months) | 10 months | |||||||||||||
Fixed interest rate (in percent) | 75% | 75% | ||||||||||||
Outstanding loan balance | $ 55 | $ 70 | $ 39 | $ 50 | ||||||||||
Highly Affected Sectors Credit Availability Program ("HASCAP") | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate amount of loan | $ 198 | $ 198 | $ 250 | $ 250 | ||||||||||
Deferred period for loan payments (in months) | 13 months | |||||||||||||
Term of loan (in years) | 10 years | |||||||||||||
Fixed interest rate (in percent) | 4% | 4% |
DEBT - Outstanding PPP and othe
DEBT - Outstanding PPP and other governmental loans arrangements (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total PPP and other governmental loans | $ 2,253 | $ 4,331 | |
Less: current portion of PPP and other governmental loans | $ (477) | (338) | |
Total PPP and other governmental loans, net of current portion | $ 1,788 | 1,915 | 4,331 |
HASCAP | |||
Debt Instrument [Line Items] | |||
Total PPP and other governmental loans | 198 | ||
Canada Emergency Business Account ("CEBA") | |||
Debt Instrument [Line Items] | |||
Total PPP and other governmental loans | 55 | 39 | |
Outstanding PPP and other governmental loans | |||
Debt Instrument [Line Items] | |||
Total PPP and other governmental loans | $ 2,000 | $ 4,292 |
DEBT - Obligation to GDS Servic
DEBT - Obligation to GDS Service Provider (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 01, 2022 | Aug. 31, 2021 | Jan. 31, 2021 | Apr. 30, 2020 | |
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 1,576 | $ 4,292 | ||||
Interest rate (in percent) | 25% | 1% | ||||
Principal repayments | $ 673 | |||||
GDS Obligation | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 1,419 | |||||
Interest rate (in percent) | 6% | |||||
Accrued interest | 27 | 57 | ||||
Principal repayments | 447 | |||||
Interest repayments | 21 | 104 | ||||
Outstanding balance | $ 298 | $ 745 |
DEBT - Obligation to Vendor (De
DEBT - Obligation to Vendor (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | Apr. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Amount of loan | $ 1,576 | $ 4,292 | ||
Interest expense | $ 6,587 | $ 99 | ||
Vendor Obligation | ||||
Debt Instrument [Line Items] | ||||
Amount of loan | 2,181 | |||
Interest expense | 0 | |||
Monthly payments | 100 | |||
Outstanding balance | $ 0 | $ 191 |
DEBT - TCW Credit Agreement (De
DEBT - TCW Credit Agreement (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||||||||
Oct. 01, 2021 | Jul. 02, 2021 | Jun. 22, 2021 | Apr. 01, 2021 | May 01, 2020 | Feb. 06, 2020 | Dec. 23, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | Apr. 30, 2020 | |
Debt Instrument [Line Items] | ||||||||||||
Amount of loan | $ 1,576 | $ 4,292 | ||||||||||
Amendment fee paid in kind | $ 1,754 | $ 334 | ||||||||||
Payment in Kind ("PIK") interest rate (in percent) | 12.25% | 4% | 5% | |||||||||
TCW Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amount of loan | $ 55,000 | $ 150,000 | ||||||||||
Amount drawn | 95,000 | |||||||||||
Minimum aggregate principal amount | $ 15,000 | |||||||||||
Amount drawn | 55,000 | |||||||||||
Margin rate | 1% | |||||||||||
Parent unit issued, shares | 2,500 | |||||||||||
Parent Units Issued During Period, Value | 3,600,000 | |||||||||||
Parent unit issued, value | $ 15,091 | |||||||||||
Minimum secured amount of financing | $ 25,000 | |||||||||||
Number of parent units to be issued if amount if not secured | $ 1,754 | |||||||||||
Amendment fee paid in kind | $ 6,525 | |||||||||||
TCW Agreement | Applicable Margin of any Reference Rate Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Margin rate | 9.50% | |||||||||||
TCW Agreement | LIBOR Rate Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Margin rate | 10.50% | |||||||||||
TCW Agreement | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective interest rate | 15.55% | |||||||||||
TCW Agreement | Minimum | Applicable Margin of any Reference Rate Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Margin rate | 8.50% | |||||||||||
TCW Agreement | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective interest rate | 15.96% | |||||||||||
TCW Agreement | Maximum | Applicable Margin of any Reference Rate Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Margin rate | 9.50% | |||||||||||
LOC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee (in percent) | 1% | |||||||||||
Amount drawn | $ 0 |
DEBT - Outstanding borrowing ar
DEBT - Outstanding borrowing arrangements, excluding PPP and other governmental loans (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total outstanding principal balance | $ 187,156 | $ 171,100 | |
Less: Unamortized debt issuance costs and discounts | (13,923) | (14,455) | |
Total debt | 173,233 | 156,645 | |
Less : Current portion of long term debt | $ (13,266) | (11,063) | (8,618) |
Long term debt, net of current portion | $ 166,111 | 162,170 | 148,027 |
TCW Agreement | |||
Debt Instrument [Line Items] | |||
Total outstanding principal balance | 150,000 | 150,000 | |
Cumulative PIK interest for TCW Credit Agreement [Member]Cumulative PIK interest for TCW Credit Agreement | |||
Debt Instrument [Line Items] | |||
Total outstanding principal balance | 36,858 | 20,164 | |
GDS Obligation | |||
Debt Instrument [Line Items] | |||
Total outstanding principal balance | $ 298 | 745 | |
Vendor Obligation | |||
Debt Instrument [Line Items] | |||
Total outstanding principal balance | $ 191 |
DEBT - Total interest expense (
DEBT - Total interest expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
DEBT | ||||
Cash interest expense | $ 6,587 | $ 99 | ||
Payment in kind interest, net | $ 5,722 | $ 5,220 | 14,582 | 19,619 |
LOC commitment charges | 153 | 141 | ||
Amortization of debt issuance costs | 2,361 | 551 | ||
Total | $ 6,229 | $ 5,549 | 23,683 | 20,410 |
Interest expense related to capitalized software development | 358 | |||
Amendment fee paid in kind | $ 1,754 | $ 334 |
DEBT - Maturities of borrowing
DEBT - Maturities of borrowing arrangements, PPP loans and other government loans (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less: Loan origination fees | $ 13,923 | $ 14,455 |
Outstanding borrowing arrangements, excluding PPP and other governmental loans | ||
Debt Instrument [Line Items] | ||
2022 | 11,063 | |
2023 | 9,243 | |
2024 | 166,850 | |
Total | 187,156 | |
Less: Loan origination fees | (13,923) | |
Total | 173,233 | |
Outstanding PPP and other governmental loans | ||
Debt Instrument [Line Items] | ||
2022 | 338 | |
2023 | 571 | |
2024 | 560 | |
2025 | 566 | |
2026 | 113 | |
Thereafter | 105 | |
Total | 2,253 | |
Total | $ 2,253 |
BUSINESS COMBINATION - Acquisit
BUSINESS COMBINATION - Acquisition date fair value of purchase consideration (Details) - USD ($) $ in Thousands | Sep. 03, 2020 | Feb. 06, 2020 | Dec. 20, 2019 |
Rocketrip | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 2,500 | ||
Issuance of shares of Parent stock and Put Option | 3,133 | ||
Deferred issuance of shares of Parent stock and Put Option | 2,611 | ||
Total purchase price consideration | $ 8,244 | ||
Cosmopolitan Travel Services, Inc | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 39,000 | ||
Issuance of shares of Parent stock and Put Option | 35,448 | ||
Total purchase price consideration | $ 74,448 | ||
LBF Travel Holdings LLC | |||
Business Acquisition [Line Items] | |||
Assumed liability | $ 3,423 | ||
Issuance of shares of Parent stock and Put Option | 16,051 | ||
Earn-out consideration | 396 | ||
Promissory notes issued | 1,750 | ||
Total purchase price consideration | $ 21,620 |
BUSINESS COMBINATION - Fair val
BUSINESS COMBINATION - Fair values of assets acquired and liabilities assumed as of the date of acquisition (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 03, 2020 | Feb. 06, 2020 | Dec. 31, 2019 | Dec. 20, 2019 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 66,420 | $ 66,420 | $ 66,420 | $ 27,277 | |||
Rocketrip | |||||||
Business Acquisition [Line Items] | |||||||
Trade accounts receivables | $ 745 | ||||||
Prepaid and other current assets | 2,116 | ||||||
Property and equipment, net | 105 | ||||||
Intangible assets, net | 4,162 | ||||||
Trade accounts payable | (684) | ||||||
Accrued expenses and other current liabilities | (696) | ||||||
Deferred revenue | (4,906) | ||||||
Other non-current liabilities | (19) | ||||||
Net identifiable assets | 823 | ||||||
Goodwill | 7,421 | ||||||
Total purchase consideration | $ 8,244 | ||||||
Cosmopolitan Travel Services, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Trade accounts receivables | $ 5,108 | ||||||
Property and equipment, net | 23 | ||||||
Intangible assets, net | 51,621 | ||||||
Cash and cash equivalents | 6,588 | ||||||
Restricted short-term investments | 2,572 | ||||||
Other non-current assets | 143 | ||||||
Trade accounts payable | (4,296) | ||||||
Accrued expenses and other current liabilities | (4,909) | ||||||
Deferred tax liability | (14,124) | ||||||
Net identifiable assets | 42,726 | ||||||
Goodwill | 31,722 | ||||||
Total purchase consideration | $ 74,448 | ||||||
LBF Travel Holdings LLC | |||||||
Business Acquisition [Line Items] | |||||||
Trade accounts receivables | $ 2,518 | ||||||
Prepaid and other current assets | 591 | ||||||
Property and equipment, net | 284 | ||||||
Intangible assets, net | 14,140 | ||||||
Cash and cash equivalents | 1,146 | ||||||
Other non-current assets | 384 | ||||||
Trade accounts payable | (12,788) | ||||||
Other non-current liabilities | (42) | ||||||
Accrued liabilities | (1,399) | ||||||
Net identifiable assets | 4,834 | ||||||
Goodwill | 16,786 | ||||||
Total purchase consideration | $ 21,620 |
BUSINESS COMBINATION - Fair v_2
BUSINESS COMBINATION - Fair value of identifiable intangible assets and their estimated useful lives (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 03, 2020 | Feb. 06, 2020 | Dec. 20, 2019 | Dec. 31, 2021 | |
Trade name | ||||
Business Acquisition [Line Items] | ||||
Amortization period | 0 years | 20 years | ||
Acquired technology | ||||
Business Acquisition [Line Items] | ||||
Amortization period | 10 years | |||
Supplier relationships | ||||
Business Acquisition [Line Items] | ||||
Amortization period | 15 years | |||
Rocketrip | ||||
Business Acquisition [Line Items] | ||||
Total acquired intangibles | $ 4,162 | |||
Rocketrip | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Total acquired intangibles | $ 1,825 | |||
Amortization period | 5 years | |||
Rocketrip | Trade name | ||||
Business Acquisition [Line Items] | ||||
Total acquired intangibles | $ 1,551 | |||
Amortization period | 0 years | |||
Rocketrip | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Total acquired intangibles | $ 786 | |||
Amortization period | 5 years | |||
Cosmopolitan Travel Services, Inc | ||||
Business Acquisition [Line Items] | ||||
Total acquired intangibles | $ 51,621 | |||
Cosmopolitan Travel Services, Inc | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Total acquired intangibles | $ 43,083 | |||
Amortization period | 10 years | |||
Cosmopolitan Travel Services, Inc | Trade name | ||||
Business Acquisition [Line Items] | ||||
Total acquired intangibles | $ 4,977 | |||
Amortization period | 0 years | |||
Cosmopolitan Travel Services, Inc | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Total acquired intangibles | $ 3,561 | |||
Amortization period | 10 years | |||
LBF Travel Holdings LLC | ||||
Business Acquisition [Line Items] | ||||
Total acquired intangibles | $ 14,140 | |||
LBF Travel Holdings LLC | Trade name | ||||
Business Acquisition [Line Items] | ||||
Total acquired intangibles | 5,500 | |||
LBF Travel Holdings LLC | Supplier relationships | ||||
Business Acquisition [Line Items] | ||||
Total acquired intangibles | $ 5,767 | |||
Amortization period | 15 years | |||
LBF Travel Holdings LLC | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Total acquired intangibles | $ 2,873 | |||
Amortization period | 10 years |
BUSINESS COMBINATION - Addition
BUSINESS COMBINATION - Additional information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Sep. 03, 2020 USD ($) segment shares | May 04, 2020 shares | Feb. 06, 2020 USD ($) segment | Dec. 20, 2019 USD ($) segment payment shares | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Business Acquisition [Line Items] | |||||||||
Number of operating segments | segment | 2 | ||||||||
Revenues | $ 37,653 | $ 13,494 | $ 93,194 | $ 65,796 | |||||
Pre-tax loss | $ (6,937) | $ (12,286) | (38,582) | (55,776) | |||||
Earn-out consideration payable | 597 | 332 | |||||||
Rocketrip | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of interest acquired | 100% | ||||||||
Cash consideration | $ 2,500 | ||||||||
Exercise period for put options | 57 months | ||||||||
Percentage of shares sell back to the parent if seller choose to exercise the put option | 100% | ||||||||
Number of operating segments | segment | 2 | ||||||||
Total purchase price consideration | $ 8,244 | ||||||||
Rocketrip | Class F stocks and put options | |||||||||
Business Acquisition [Line Items] | |||||||||
Issuance of shares of Parent stock and Put Option (in shares) | shares | 4,233,102 | ||||||||
Deferred issuance of shares of Parent stock and Put Option (in shares) | shares | 3,528,585 | ||||||||
Cosmopolitan Travel Services, Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of interest acquired | 100% | ||||||||
Cash consideration | $ 39,000 | ||||||||
Exercise period for put options | 60 days | ||||||||
Percentage of shares sell back to the parent if seller choose to exercise the put option | 100% | ||||||||
Number of operating segments | segment | 1 | ||||||||
Total purchase price consideration | $ 74,448 | ||||||||
Revenues | 17,164 | ||||||||
Pre-tax loss | $ 6,008 | ||||||||
Cosmopolitan Travel Services, Inc | General and administrative expense | |||||||||
Business Acquisition [Line Items] | |||||||||
Transaction cost | 167 | ||||||||
Cosmopolitan Travel Services, Inc | Class F stocks and put options | |||||||||
Business Acquisition [Line Items] | |||||||||
Issuance of shares of Parent stock and Put Option (in shares) | shares | 37,857,222 | ||||||||
LBF Travel Holdings LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Exercise period for put options | 45 days | ||||||||
Percentage of shares sell back to the parent if seller choose to exercise the put option | 100% | ||||||||
Number of operating segments | segment | 1 | ||||||||
Total purchase price consideration | $ 21,620 | ||||||||
Assumed liability | $ 3,423 | ||||||||
Number of payments earn-out consideration arrangement | payment | 2 | ||||||||
Earn-out consideration | $ 396 | ||||||||
LBF Travel Holdings LLC | General and administrative expense | |||||||||
Business Acquisition [Line Items] | |||||||||
Transaction cost | $ 173 | ||||||||
LBF Travel Holdings LLC | Class F stocks and put options | |||||||||
Business Acquisition [Line Items] | |||||||||
Issuance of shares of Parent stock and Put Option (in shares) | shares | 18,035,146 | ||||||||
LBF Travel Holdings LLC | Accrued expenses and other current liabilities | |||||||||
Business Acquisition [Line Items] | |||||||||
Earn-out consideration payable | $ 597 | $ 332 | |||||||
LBF Travel Holdings LLC | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Payment under earn-out consideration arrangement | $ 0 | ||||||||
LBF Travel Holdings LLC | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Payment under earn-out consideration arrangement | $ 2,700 |
REVENUE - Disaggregation of r_2
REVENUE - Disaggregation of revenue (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 37,653 | $ 13,494 | $ 93,194 | $ 65,796 |
Number of reportable segments | segment | 2 | |||
Travel Marketplace | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 37,361 | 13,150 | $ 92,038 | 65,057 |
SAAS Platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 292 | $ 344 | $ 1,156 | $ 739 |
REVENUE - Contract balances (_2
REVENUE - Contract balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUE | |||
Accounts Receivables, Beginning Balance | $ 10,178 | $ 5,355 | $ 15,664 |
Accounts Receivables, Increase/(decrease), net | 7,264 | 4,823 | (10,309) |
Accounts Receivables, Ending Balance | 17,442 | 10,178 | 5,355 |
Contract Asset, Beginning Balance | 3,935 | 4,420 | 23,975 |
Contract Asset, Increase/(decrease), net | 2,569 | (485) | (19,555) |
Contract Asset, Ending Balance | 6,504 | 3,935 | 4,420 |
Deferred Revenue, Beginning Balance | (20,738) | (23,404) | (21,386) |
Deferred Revenue, Increase/(decrease), net | 749 | 2,666 | (2,018) |
Deferred Revenue, Ending Balance | $ (19,989) | $ (20,738) | $ (23,404) |
REVENUE - Additional informat_2
REVENUE - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUE | |||
Revenue recognition is included in contract liability | $ 1,466 | $ 2,981 | $ 3,111 |
Waiver of segment shortfall fees | 894 | ||
Reclassifiaction of liability | $ 1,111 |
INCOME TAXES - Components for l
INCOME TAXES - Components for loss before income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||||
United States | $ (38,396) | $ (55,936) | ||
International | (186) | 160 | ||
Loss before provision for income taxes | $ (6,937) | $ (12,286) | $ (38,582) | $ (55,776) |
INCOME TAXES - Provision for (b
INCOME TAXES - Provision for (benefit from) income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||||
Federal | $ (282) | |||
State | $ 18 | 74 | ||
International | 121 | 107 | ||
Current income tax expense benefit | 139 | (101) | ||
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||||
Federal | 42 | (9,513) | ||
State | 142 | (4,422) | ||
International | (6) | |||
Deferred income tax expense benefit | $ 46 | $ 46 | 184 | (13,941) |
Total provision (benefit) for income taxes | $ 54 | $ 65 | $ 323 | $ (14,042) |
INCOME TAXES - Deferred income
INCOME TAXES - Deferred income tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
INCOME TAXES | ||
Accrued bonus and vacation | $ 308 | $ 169 |
Allowance for doubtful accounts | 1,649 | 1,584 |
Charity deduction carryover | 1 | |
Deferred rent | 12 | 29 |
Deferred revenue | 5,212 | 5,771 |
Accrued expenses | 1,256 | 904 |
Fixed assets | (1,588) | (871) |
Intangible assets | (16,533) | (17,777) |
Other | 384 | 429 |
Inventory | 162 | 51 |
State tax | 7 | 7 |
Interest expense limitation | 12,328 | 7,412 |
Net operating loss | 31,901 | 26,302 |
Total non-current | 35,099 | 24,010 |
Valuation allowance | (35,611) | (24,338) |
Total net deferred tax liability | $ (512) | $ (328) |
INCOME TAXES - Provision for _2
INCOME TAXES - Provision for (benefit from) income taxes reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Total provision (benefit) for income taxes | $ 54 | $ 65 | $ 323 | $ (14,042) |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
Federal tax at statutory rate, Percent | 21% | 21% | ||
State, net of federal benefit, Percent | 9.05% | 9.08% | ||
Permanent differences, Percent | 0.74% | (0.45%) | ||
Prior year payable true ups, Percent | 0.44% | |||
Adjustment to deferred through goodwill, Percent | 25.33% | |||
Foreign rate differential, Percent | (0.23%) | (0.09%) | ||
Change in valuation allowance, Percent | (31.29%) | (30.14%) | ||
Other, Percent | (0.11%) | 0.02% | ||
Effective tax rate, Percent | (0.74%) | (0.56%) | (0.84%) | 25.19% |
INCOME TAXES - Additional infor
INCOME TAXES - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 16,633 | |
Deferred tax asset, Valuation allowance | 35,611 | $ 24,338 |
Amount of valuation allowance increased | 11,109 | 7,738 |
Deferred tax liability | 1,307 | 784 |
Deferred tax liability, goodwill | 512 | 328 |
Unrecognized tax benefits balance | 0 | 0 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 108,530 | 93,335 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 141,368 | $ 106,873 |
COMMITMENTS AND CONTINGENCIES_9
COMMITMENTS AND CONTINGENCIES - Future minimum lease payments under operating leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
COMMITMENTS AND CONTINGENCIES | ||
2022 | $ 895 | |
2023 | 480 | |
2024 | 400 | |
2025 | 188 | |
2026 | 92 | |
Thereafter | 134 | |
Total operating lease payments | $ 3,361 | $ 2,189 |
COMMITMENTS AND CONTINGENCIE_10
COMMITMENTS AND CONTINGENCIES - Contractual obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
COMMITMENTS AND CONTINGENCIES | ||
Less than 1 Year | $ 6,354 | $ 7,258 |
1 to 3 Years | 0 | |
3 to 5 Years | 0 | |
More than 5 Years | 0 | |
Total | $ 6,354 | $ 7,258 |
COMMITMENTS AND CONTINGENCIE_11
COMMITMENTS AND CONTINGENCIES - Additional information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Oct. 13, 2021 USD ($) | Mar. 31, 2022 USD ($) claim | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) claim | Dec. 31, 2020 USD ($) | |
Line of Credit Facility [Line Items] | |||||
Number of outstanding claims | claim | 2 | 2 | |||
Claim amount | $ 548 | ||||
Rent expense | $ 300 | $ 432 | $ 1,485 | $ 2,293 | |
Letter of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Secured letters of credit outstanding | $ 6,354 | $ 7,258 | $ 7,430 |
EMPLOYEE BENEFIT PLAN - Addit_2
EMPLOYEE BENEFIT PLAN - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
EMPLOYEE BENEFIT PLAN | ||||
Matching contributions made in cash | $ 0 | $ 2 | $ 17 | $ 36 |
EMPLOYEE BENEFIT PLAN - Schedul
EMPLOYEE BENEFIT PLAN - Schedule of benefit obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
EMPLOYEE BENEFIT PLAN | ||||
Present value of obligation as at the beginning of the year | $ 444 | $ 383 | $ 383 | $ 298 |
Interest cost | 6 | 5 | 25 | 20 |
Acquisitions | (8) | (6) | ||
Current service cost | 21 | 21 | 90 | 83 |
Actuarial gain on obligation | $ 3 | $ 3 | (46) | (12) |
Effect of exchange rate changes | (8) | (6) | ||
Present value of obligation as at the end of the year | $ 444 | $ 383 |
EMPLOYEE BENEFIT PLAN - Sched_2
EMPLOYEE BENEFIT PLAN - Schedules of benefit obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
EMPLOYEE BENEFIT PLAN | |||
Present value of obligation as at the end of the period | $ 444 | $ 383 | $ 298 |
Funded status / (unfunded status) | (444) | (383) | |
Net asset/(liability)recognized in consolidated balance sheet | (444) | (383) | |
Current portion | 12 | 29 | |
Non-current portion | $ 432 | $ 354 |
EMPLOYEE BENEFIT PLAN - Summa_3
EMPLOYEE BENEFIT PLAN - Summary of Accumulated benefit obligation in excess of plan assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
EMPLOYEE BENEFIT PLAN | ||
Accumulated benefit obligation | $ 168 | $ 139 |
EMPLOYEE BENEFIT PLAN - Summa_4
EMPLOYEE BENEFIT PLAN - Summary of Accumulated benefit obligation in excess of plan assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
EMPLOYEE BENEFIT PLAN | ||||
Current service cost | $ 21 | $ 21 | $ 90 | $ 83 |
Interest cost | 6 | 5 | 25 | 20 |
Net actuarial gain recognized in the period | (3) | (3) | (46) | (12) |
Expenses recognized in the consolidated statement of operations | $ 24 | $ 23 | $ 69 | $ 91 |
EMPLOYEE BENEFIT PLAN - Summa_5
EMPLOYEE BENEFIT PLAN - Summary of components of actuarial loss (gain) on retirement benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
EMPLOYEE BENEFIT PLAN | ||||
Actuarial (gain) / loss on arising from change in financial assumption | $ (34) | $ 30 | ||
Actuarial gain on arising from experience adjustment | (12) | (42) | ||
Total Actuarial gain on obligation | $ 3 | $ 3 | $ (46) | $ (12) |
EMPLOYEE BENEFIT PLAN - Summa_6
EMPLOYEE BENEFIT PLAN - Summary of weighted average actuarial assumptions used to determine benefit obligations and net gratuity cost (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
EMPLOYEE BENEFIT PLAN | ||
Discount rate | 7.06% | 6.55% |
Rate of compensation increase | 7% | 7% |
EMPLOYEE BENEFIT PLAN - Summa_7
EMPLOYEE BENEFIT PLAN - Summary of weighted average actuarial assumptions used to determine benefit obligations and net gratuity cost (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
EMPLOYEE BENEFIT PLAN | |
2022 | $ 18 |
2023 | 31 |
2024 | 31 |
2025 | 54 |
2026 | 54 |
2027 - 2031 | 364 |
Total | $ 552 |
RELATED PARTY TRANSACTIONS - _6
RELATED PARTY TRANSACTIONS - Related party balances (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Note payable to related party | $ 194 | $ 193 | $ 189 |
Metaminds Technologies | |||
Related Party Transaction [Line Items] | |||
Amount payable to related party | 196 | 196 | |
Metaminds Global | |||
Related Party Transaction [Line Items] | |||
Amount payable to related party | 537 | 317 | 757 |
Mondee Group LLC | |||
Related Party Transaction [Line Items] | |||
Amount payable to related party | 1,241 | 203 | |
Loan receivable from Related Party | 22,181 | 22,054 | 21,547 |
CEO | |||
Related Party Transaction [Line Items] | |||
Note payable to related party | $ 194 | $ 193 | $ 189 |
RELATED PARTY TRANSACTIONS - _7
RELATED PARTY TRANSACTIONS - Related party transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Interest Income from Mondee Group Loan | $ 127 | $ 124 | ||
Service fee from Mondee Group LLC | 967 | |||
Rent expense - from Mike Melham | 17 | 17 | ||
Metaminds Software | Offshore IT, sales support and other services | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 35 | $ 90 | $ 428 | |
Metaminds Software | Offshore software development services | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 362 | 1,230 | ||
Repayment of notes to related party | 140 | |||
Metaminds Technologies | Offshore IT, sales support and other services | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 54 | 58 | 230 | 243 |
Metaminds Technologies | Offshore software development services | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 919 | 374 | ||
Interest Income from Mondee Group Loan | 216 | 234 | ||
Metaminds Global | Offshore IT, sales support and other services | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 208 | 720 | ||
Metaminds Global | Offshore software development services | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 831 | 1,036 | ||
Repayment of notes to related party | 78 | 39 | ||
Service fee from Mondee Group LLC | $ 312 | $ 154 | ||
Mondee Group LLC | ||||
Related Party Transaction [Line Items] | ||||
Repayment of notes to related party | 5,034 | |||
Service fee from Mondee Group LLC | 1,223 | |||
Mondee Group Loan | ||||
Related Party Transaction [Line Items] | ||||
Interest Income from Mondee Group Loan | 505 | 496 | ||
LBF Travel Inc | ||||
Related Party Transaction [Line Items] | ||||
Repayment of notes to related party | 1,750 | |||
Mike Melham | ||||
Related Party Transaction [Line Items] | ||||
Rent expense - from Mike Melham | $ 86 | $ 86 |
RELATED PARTY TRANSACTIONS - _8
RELATED PARTY TRANSACTIONS - Additional information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
May 11, 2021 | Jan. 31, 2020 | Jan. 01, 2020 Office | Mar. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2019 USD ($) | Dec. 31, 2020 USD ($) | |
Related Party Transaction [Line Items] | |||||||
Note payable to related party | $ 194 | $ 193 | $ 189 | ||||
Lease term | 5 years | ||||||
Mondee Group LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of service fee | 10% | ||||||
Interest rate | 2.33% | 2.33% | 3% | ||||
Notes Receivable, Term | 10 years | 10 years | |||||
Number of units secured | shares | 14,708 | 14,708 | |||||
Related party borrowings | $ 5,000 | ||||||
CEO | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 2% | 2% | |||||
Note payable to related party | $ 194 | $ 193 | $ 189 | ||||
LBF Travel Inc | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 2% | ||||||
Mike Melham | |||||||
Related Party Transaction [Line Items] | |||||||
Number of office spaces | 2 | 2 | |||||
Lease term | 5 years |
SEGMENT INFORMATION - detailed
SEGMENT INFORMATION - detailed in segment reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Third-party revenue | $ 37,653 | $ 13,494 | ||
Revenue | 37,653 | 13,494 | $ 93,194 | $ 65,796 |
Adjusted EBITDA | (2,213) | 3,637 | ||
Depreciation and amortization | (2,817) | (3,215) | (12,861) | (11,414) |
Allocated share based compensation | (80) | (3,936) | (15) | |
Operating loss | (684) | (6,852) | (22,252) | (35,857) |
Other expense, net | (151) | (9) | 980 | (17) |
Loss before income taxes | (6,937) | (12,286) | (38,582) | (55,776) |
Provision for Benefit income taxes | 54 | 65 | 323 | (14,042) |
Net income (loss) | $ (6,991) | $ (12,351) | (38,905) | (41,734) |
Operating segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Third-party revenue | 93,194 | 65,796 | ||
Revenue | 93,194 | 65,796 | ||
Adjusted EBITDA | (5,455) | (24,428) | ||
Depreciation and amortization | (12,861) | (11,414) | ||
Allocated share based compensation | (3,936) | (15) | ||
Operating loss | (22,252) | (35,857) | ||
Other expense, net | (16,330) | (19,919) | ||
Loss before income taxes | (38,582) | (55,776) | ||
Provision for Benefit income taxes | (323) | 14,042 | ||
Net income (loss) | (38,905) | (41,734) | ||
Travel Marketplace | Operating segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Third-party revenue | 92,038 | 65,057 | ||
Revenue | 92,038 | 65,057 | ||
Adjusted EBITDA | (3,745) | (23,529) | ||
Depreciation and amortization | (12,296) | (11,235) | ||
Allocated share based compensation | (3,936) | (15) | ||
Operating loss | (19,977) | (34,779) | ||
Technology Service [Member] | Operating segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Third-party revenue | 1,156 | 739 | ||
Revenue | 1,156 | 739 | ||
Adjusted EBITDA | (1,710) | (899) | ||
Depreciation and amortization | (565) | (179) | ||
Operating loss | $ (2,275) | $ (1,078) |
SEGMENT INFORMATION - based on
SEGMENT INFORMATION - based on geographic location (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 37,653 | $ 13,494 | $ 93,194 | $ 65,796 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 35,792 | 13,262 | 91,432 | 64,156 |
International | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 1,861 | $ 232 | $ 1,762 | $ 1,640 |
COMMON STOCK (Details)_2
COMMON STOCK (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | Dec. 31, 2020 $ / shares shares | |
Class of Stock [Line Items] | |||
Common shares, shares authorized | 1,000 | 1,000 | 1,000 |
Common shares, par value, (per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Common shares, shares issued | 1 | 1 | 1 |
Common shares, shares outstanding | 1 | 1 | 1 |
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized | 1,000 | 1,000 | |
Common shares, par value, (per share) | $ / shares | $ 0.01 | $ 0.01 | |
Common shares, shares issued | 1 | 1 | |
Common shares, shares outstanding | 1 | 1 | |
Number of votes | Vote | 1 | 1 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares granted | 42,288,769 | |||
Class D Management Incentive Units | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares issued | 91,177,477 | |||
Number of shares granted | 0 | 42,288,769 | ||
Fair value per unit | $ 0.12 | |||
Class D Management Incentive Units | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair value per unit | 0.002 | |||
Class D Management Incentive Units | Maximum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair value per unit | $ 0.13 | |||
2021 Grants | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Risk-free interest rate, Minimum | 0.81% | |||
Risk-free interest rate, Maximum | 1.26% | |||
Expected volatility, Minimum | 50.92% | |||
Expected volatility, Maximum | 53.85% | |||
Expected dividend rate | 0% | |||
2021 Grants | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected term (in years) | 0 years | |||
Weighted average contractual life | 0 years | |||
2021 Grants | Maximum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected term (in years) | 2 years 6 months | |||
Weighted average contractual life | 2 years 6 months | |||
2018, 2017 and 2016 Grants | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Risk-free interest rate, Maximum | 2.90% | |||
Expected volatility, Maximum | 26% | |||
Expected dividend rate | 0% | |||
2018, 2017 and 2016 Grants | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected term (in years) | 0 years | |||
Weighted average contractual life | 0 years | |||
2018, 2017 and 2016 Grants | Maximum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected term (in years) | 2 years 6 months | |||
Weighted average contractual life | 2 years 6 months |
STOCK-BASED COMPENSATION - Acti
STOCK-BASED COMPENSATION - Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Class D Incentive Units Outstanding | ||||
Granted (in shares) | 42,288,769 | |||
Weighted average exercise price | ||||
Vesting period | 4 years | |||
Vesting percentage | 100% | |||
Class D Management Incentive Units | ||||
Number of Class D Incentive Units Outstanding | ||||
Unvested at the beginning of the period (in shares) | 10,278,486 | 394,669 | 6,136,479 | |
Granted (in shares) | 0 | 42,288,769 | ||
Vested | (89,359) | (29,036,941) | (5,741,810) | |
Forfeited or canceled | (50,000) | (3,368,011) | ||
Unvested at the end of the period (in shares) | 10,139,127 | 10,278,486 | 394,669 | 6,136,479 |
Weighted average grant date fair value of units | ||||
Unvested at the beginning of the period (per share) | $ 0.13 | $ 0.003 | $ 0.003 | |
Granted (per share) | 0.12 | |||
Vested (per share) | 0.002 | 0.13 | 0.003 | |
Forfeited or canceled (per share) | 0.002 | |||
Unvested at the end of the period (per share) | $ 0.1 | $ 0.13 | $ 0.003 | $ 0.003 |
Weighted average remaining contractual life (Years) | ||||
Weighted average remaining contractual life (Years) | 1 year 9 months | 2 years | 8 months 1 day | 10 months 2 days |
Weighted average exercise price | ||||
Unvested at the beginning of the period (per share) | $ 0.03 | $ 0.01 | $ 0.01 | |
Granted (per share) | 0.07 | |||
Vested (per share) | 0.01 | 0.01 | ||
Forfeited or canceled (per share) | 0.71 | 0.01 | ||
Unvested at the end of the period (per share) | $ 0.03 | 0.03 | $ 0.01 | $ 0.01 |
Class D Management Incentive Units | Minimum | ||||
Weighted average grant date fair value of units | ||||
Granted (per share) | 0.002 | |||
Weighted average exercise price | ||||
Participation threshold | 0.01 | |||
Class D Management Incentive Units | Maximum | ||||
Weighted average grant date fair value of units | ||||
Granted (per share) | 0.13 | |||
Weighted average exercise price | ||||
Participation threshold | $ 0.71 |
STOCK-BASED COMPENSATION - Shar
STOCK-BASED COMPENSATION - Share based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 80 | $ 3,936 | $ 15 |
Allocated share based compensation | $ 80 | 3,936 | 15 |
Unrecognized stock-based compensation expense | 1,114 | ||
Personnel expense | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 3,920 | $ 15 | |
Sales and other expenses | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 16 |