Mondee (MOND) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2023	May 10, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-39943
Entity Registrant Name	MONDEE HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-3292448
Entity Address, Address Line One	10800 Pecan Park Blvd.
Entity Address, Address Line Two	Suite 315
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78750
City Area Code	650
Local Phone Number	646-3320
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	MOND
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		83,992,565
Entity Central Index Key	0001828852
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 58,502	$ 78,841
Restricted short-term investments	8,811	8,639
Accounts receivable, net of allowance of $4,784, and $4,861 as of March 31, 2023 and December 31, 2022, respectively	80,768	21,733
Contract assets, net of allowance of $113 and $750 as of March 31, 2023 and December 31, 2022, respectively	4,500	5,794
Prepaid expenses and other current assets	6,670	4,673
Total current assets	159,251	119,680
Property and equipment, net	12,280	11,332
Goodwill	82,154	66,420
Intangible assets, net	84,590	57,370
Operating lease right-of-use assets	1,887	1,384
Deferred income taxes	226	237
Other non-current assets	1,952	1,674
TOTAL ASSETS	342,340	258,097
Current liabilities
Accounts payable	74,020	33,749
Deferred underwriting fee	200	500
Amounts payable to related parties	0	13
Government loans, current portion	72	72
Accrued expenses and other current liabilities	19,801	9,319
Deferred revenue	6,594	5,828
Long-term debt, current portion	8,441	7,514
Total current liabilities	109,128	56,995
Deferred income taxes	10,228	307
Note Payable to Related Party	198	197
Government loans excluding current portion	154	159
Earn-out liability, excluding current portion	1,985	0
Warrant liability	1,314	1,293
Long-term debt excluding current portion	141,940	126,882
Deferred revenue excluding current portion	13,888	14,656
Operating lease liabilities excluding current portion	1,987	1,620
Other long-term liabilities	2,568	2,713
Total liabilities	283,390	204,822
Commitments and contingencies (Note 10)
Redeemable Preferred Stock
Series A Preferred stock - 250,000,000 shares authorized, $0.0001 par value, 85,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022 (liquidation preference $89,801 and 87,323 as of March 31, 2023 and December 31, 2022, respectively)	85,655	82,597
Stockholders' deficit:
Common stock – 500,000,000 shares authorized, $0.0001 par value, 83,992,565 and 82,266,160 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	8	7
Treasury Stock - 2,033,578 and 0 shares of Common stock, respectively	(20,336)	0
Shareholder receivable	0	(20,336)
Additional paid-in capital	287,423	271,883
Accumulated other comprehensive loss	(630)	(621)
Accumulated deficit	(293,170)	(280,255)
Total stockholders’ deficit	(26,705)	(29,322)
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT	$ 342,340	$ 258,097

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance	$ 4,784,000	$ 4,861,000
Contract assets, allowance	$ 113,000	$ 750,000
Temporary equity, shares authorized (in shares)	250,000,000	250,000,000
Temporary equity, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares issued (in shares)	85,000	85,000
Temporary equity shares outstanding (in shares)	85,000	85,000
Temporary equity, liquidation preference	$ 89,801	$ 87,323
Common shares, par value (per share)	$ 0.0001		$ 0.0001
Common shares, shares authorized (in shares)	500,000,000
Common shares, shares issued (in shares)	83,992,565	82,266,160
Common shares, shares outstanding (in shares)	83,992,565	82,266,160
Treasury stock (in shares)	2,033,578	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenues, net	$ 49,929	$ 39,067
Operating expenses:
Sales and marketing expenses	37,445	27,409
Personnel expenses, including stock-based compensation of $2,156, and $80, respectively	7,466	5,572
General and administrative expenses, including non-employee stock-based compensation of $405, and $0, respectively	4,494	2,440
Information technology expenses	923	1,306
Provision for doubtful accounts receivable and contract assets	(667)	207
Depreciation and amortization	3,386	2,817
Restructuring expense	1,529	0
Total operating expenses	54,576	39,751
Loss from operations	(4,647)	(684)
Other income (expense):
Interest income	347	127
Interest expense	(8,217)	(6,229)
Changes in fair value of warrant liability	(21)	0
Other income (expense), net	322	(151)
Total other expense, net	(7,569)	(6,253)
Loss before income taxes	(12,216)	(6,937)
Provision for income taxes	(699)	(54)
Net loss	$ (12,915)	$ (6,991)
Net loss attributable per share to common stockholders:
Net loss attributable per share to common stockholders, basic (in dollars per share)	$ (0.15)	$ (0.11)
Net loss attributable per share to common stockholders, diluted (in dollars per share)	$ (0.15)	$ (0.11)
Basic and diluted
Basic weighted average shares outstanding (in shares)	83,748,712	60,800,000
Diluted weighted average shares outstanding (in shares)	83,748,712	60,800,000

Consolidated Statements of Oper

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Allocated share based compensation	$ 2,561	$ 80
Personnel expenses
Allocated share based compensation	2,156	80
Sales and other expenses
Allocated share based compensation	$ 405	$ 0

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (12,915)	$ (6,991)
Other comprehensive loss, net of tax:
Loss on currency translation adjustment	(9)	(229)
Comprehensive loss	$ (12,924)	$ (7,220)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Deficit - USD ($)	Total	Preferred stock	Previously Reported	Previously Reported Preferred stock	Class A Common Stock	Class A Common Stock Previously Reported	Class A Common Stock Retroactive application of recapitalization	Treasury Stock	Shareholder Receivable	Shareholder Receivable Previously Reported	Additional Paid-in-Capital	Additional Paid-in-Capital Previously Reported	Additional Paid-in-Capital Retroactive application of recapitalization	Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss Previously Reported	Accumulated Deficit	Accumulated Deficit Previously Reported
Shareholders' Deficit
Treasury stock (in shares)								0
Preferred Stock, beginning balance (in shares) at Dec. 31, 2021		0		0
Preferred Stock, ending balance (in shares) at Mar. 31, 2022		0
Preferred Stock, beginning balance at Dec. 31, 2021		$ 0		$ 0
Preferred Stock, ending balance at Mar. 31, 2022		$ 0
Balance at beginning (in shares) at Dec. 31, 2021					60,800,000	1	60,799,999
Balance at beginning at Dec. 31, 2021	$ (26,825,000)		$ (26,825,000)		$ 6,000	$ 0	$ 6,000	$ 0	$ 0	$ 0	$ 163,459,000	$ 163,465,000	$ (6,000)	$ (273,000)	$ (273,000)	$ (190,017,000)	$ (190,017,000)
Shareholders' Deficit
Stock-based compensation	80,000										80,000
Currency translation adjustments	(229,000)													(229,000)
Net loss	(6,991,000)															(6,991,000)
Balance at end (in shares) at Mar. 31, 2022					60,800,000
Balance at end at Mar. 31, 2022	$ (33,965,000)				$ 6,000			$ 0	0		163,539,000			(502,000)		(197,008,000)
Shareholders' Deficit
Treasury stock (in shares)								0
Treasury stock (in shares)	0							0
Preferred Stock, beginning balance (in shares) at Dec. 31, 2022	85,000	85,000
Preferred Stock, ending balance (in shares) at Mar. 31, 2023	85,000	85,000
Preferred Stock, beginning balance at Dec. 31, 2022	$ 82,597,000	$ 82,597,000
Preferred Stock, ending balance at Mar. 31, 2023	$ 85,655,000	85,655,000
Balance at beginning (in shares) at Dec. 31, 2022	82,266,160				82,266,160
Balance at beginning at Dec. 31, 2022	$ (29,322,000)				$ 7,000			$ 0	(20,336,000)		271,883,000			(621,000)		(280,255,000)
Shareholders' Deficit
Stock-based compensation	2,561,000										2,561,000
Currency translation adjustments	(9,000)													(9,000)
Net loss	(12,915,000)															(12,915,000)
Settlement of shareholder receivable (in shares)								2,033,578
Settlement of shareholder receivable								$ 20,336,000	(20,336,000)
Shares in escrow for Orinter acquisition (in shares)					1,726,405
Shares in escrow for Orinter acquisition	16,038,000				$ 1,000						16,037,000
Accrual of dividends and accretion of redeemable series A preferred stock	$ (3,058,000)	$ 3,058,000									(3,058,000)
Balance at end (in shares) at Mar. 31, 2023	83,992,565				83,992,565
Balance at end at Mar. 31, 2023	$ (26,705,000)				$ 8,000			$ (20,336,000)	$ 0		$ 287,423,000			$ (630,000)		$ (293,170,000)
Shareholders' Deficit
Treasury stock (in shares)	2,033,578							2,033,578

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ (12,915)	$ (6,991)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation and amortization	3,386	2,817
Deferred taxes	11	46
Provision for doubtful accounts receivable and contract assets	(667)	207
Stock-based compensation	2,561	80
Amortization of loan origination fees	2,035	551
Payment in kind interest expense	1,381	5,722
Unrealized (gain) loss on foreign currency exchange derivatives	(12)	0
Change in the estimated fair value of earn-out considerations and warrant liability	192	(165)
Changes in operating assets and liabilities
Accounts receivable	(17,935)	(7,471)
Contract assets	1,294	(2,569)
Prepaid expenses and other current assets	(550)	(2,303)
Operating lease right-of-use assets	(331)	(156)
Other non-current assets	(278)	(308)
Amounts payable to related parties, current portion	164	1,258
Accounts payable	10,950	10,482
Accrued expenses and other current liabilities	449	2,719
Deferred revenue	(2)	(749)
Operating lease liabilities	264	248
Net cash (used in) provided by operating activities	(9,979)	3,418
Cash flows from investing activities
Capital expenditure	(1,968)	(1,721)
Cash paid for acquisition, net of cash acquired (Orinter)	18,304	0
Purchase of restricted short term investments	(235)	0
Sale of restricted short term investments	62	0
Net cash used in investing activities	(20,445)	(1,721)
Cash flows from financing activities
Repayment of long term debt	(2,063)	(129)
Loan origination fee for long term debt	(616)	0
Proceeds from long term debt	15,000	0
Payment of offering costs	(2,222)	(255)
Net cash provided by (used in) by financing activities	10,099	(384)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(14)	(229)
Net decrease (increase) decrease in cash, cash equivalents and restricted cash	(20,339)	1,084
Cash, cash equivalents and restricted cash at beginning of period	78,841	15,506
Cash, cash equivalents and restricted cash at end of period	58,502	16,590
Supplemental cash flow information:
Cash paid for interest	5,025	4
Cash paid for income taxes	4	0
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities	572	2,604
Sale of restricted short term investments	62	0
Common Class A
Non-cash investing and financing activities:
Stock issued	16,037	0
Earnout Shares
Non-cash investing and financing activities:
Stock issued	$ 3,719	$ 0

NATURE OF OPERATIONS

NATURE OF OPERATIONS	3 Months Ended
	Mar. 31, 2023
NATURE OF OPERATIONS
NATURE OF OPERATIONS	NATURE OF OPERATIONS Mondee Holdings , Inc., is a Delaware corporation. We refer to Mondee Holdings, Inc. and its subsidiaries collectively as “Mondee,” the “Company,” “us,” “we” and “our” and "New Mondee" 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. Reverse recapitalization On July 18, 2022 ( the "Closing Date"), we consummated the business combination pursuant to the Business Combination Agreement, dated December 20, 2021, by and among ITHAX Acquisition Corp. ("ITHAX"), Ithax Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of ITHAX (“First Merger Sub”), Ithax Merger Sub II, LLC a Delaware limited liability company and wholly owned subsidiary of ITHAX (“Second Merger Sub”) and Mondee Holdings II, Inc., a Delaware corporation (“Legacy Mondee”). On the Closing Date, following the domestication, First Merger Sub merged with and into Legacy Mondee, with Legacy Mondee surviving such merger as a wholly owned subsidiary of the Company (the “First Merger,” and the time at which the First Merger became effective, the “First Effective Time”), and immediately following the First Merger, Legacy Mondee merged with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of the Company (the “Second Merger,” together with the First Merger, the “Mergers,” and the time that the Second Merger became effective being referred to as the “Second Effective Time”). On the Closing Date, the registrant changed its name from ITHAX Acquisition Corp. to Mondee Holdings, Inc. The transaction was accounted for as a reverse recapitalization, rather than a business combination, for financial accounting and reporting purposes. Accordingly, Legacy Mondee was deemed the accounting acquirer (and legal acquiree) and ITHAX was treated as the accounting acquiree (and legal acquirer). Under this method of accounting, the reverse recapitalization was treated as the equivalent of Legacy Mondee issuing stock for the net assets of ITHAX, accompanied by a recapitalization.

REVISION OF PREVIOUSLY ISSUED F

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	3 Months Ended
	Mar. 31, 2023
Accounting Changes and Error Corrections [Abstract]
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company identified certain misstatements attributable to understatement of reported net revenues and reported sales & marketing expenses for the three months ended March 31, 2022. Such misstatements originated with respect to the Company’s arrangements with travel agents and recording travel agent commissions within revenues and correspondingly within sales and marketing expense. Additionally, the Company identified a classification error for the fees charged by a credit card processing Company, that too resulted in a misstatement of reported net revenues and sales and marketing expense. There was no impact to net loss per share. The following table summarizes the effect of the revision on the affected financial statement line items within the previously reported unaudited condensed consolidated statement of operations for the three months ended March 31, 2022. (As Previously Reported) Adjustments As Revised Condensed Consolidated Statements of Operations Revenues, net $ 37,653 $ 1,414 $ 39,067 Marketing expenses $ 23,171 $ 750 $ 23,921 Sales and other expenses $ 2,824 $ 664 $ 3,488 Total operating expenses $ 38,337 $ 1,414 $ 39,751

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Other than policies noted below, there have been no changes to the Company's significant accounting policies described in the annual consolidated financial statements for the year ended December 31, 2022. 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, the valuation of financial instruments, including the fair value of share-based awards, warrant liabilities, earn-outs issued in connection with the business combination, 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, as well as allowances for doubtful accounts and customer chargebacks. We make estimates of expected credit losses for our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history continually updated for new collections data, the credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect our ability to collect from customers. The provision for estimated credit losses is recorded in operating expenses in our Condensed Consolidated Statements of Operations. Foreign currency exchange derivatives The Company is exposed to foreign currency fluctuations. The Company enters into foreign currency exchange derivative financial instruments to reduce the exposure to variability in certain expected future cash flows. The Company uses foreign currency forwards contracts with maturities of up to four months to hedge a portion of anticipated exposures. These contracts are not designated as hedging instruments and changes in the fair value are recorded in Other Income (Expense), net on the Condensed Consolidated Statement of Operations. Realized gains and losses from the settlement of the derivative assets and liabilities are classified as investing activities on the Condensed Consolidated Statement of Cash Flows. The foreign currency exchange derivatives are recognized on the Condensed Consolidated Balance Sheet at fair value within Accrued Expenses and Other Current Liabilities. The Company does not hold or issue derivatives for trading purposes. 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 technology solutions. 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, travel packages and other travel products and services. While we generally refer to a consumer that books travel reservation services on our technology solutions 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 service fee margin and commissions on hotel reservation, and other travel products and services is recognized on the date of successful booking. Revenue is recorded net of cancellation, refunds and chargebacks. Allowance for cancellations at the time of booking on this revenue based on historical experience is insignificant. Packages assembled through the packaging functionality on our websites generally include a hotel component and some combination of an air, car or destination services component. The individual package components are recognized in accordance with our revenue recognition policies. 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 of cancellations, refunds and shortfall penalty fees, as applicable, at a time when performance targets are achieved. When travel bookings are made, 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 travel bookings as variable consideration. We record estimates for losses related to chargebacks of the travel bookings cost as an operating expense classified within sales and marketing expense. Reserves are recorded based on our assessment of various factors, including the amounts of actual chargeback activity during the current year. In Brazil, the Company partner with financing companies to allow travelers the possibility of purchasing the product of their choice through financing plans established, offered and administrated by such financing companies. Participating financing companies bear full risk of fraud, delinquency, or default by travelers. When travelers elect to finance their purchase, we receive payments from financing companies as installments become due regardless of when traveler actually makes the scheduled payments. In most cases, we receive payment before travel occurs or during travel and the period between completion of booking and reception of scheduled payments is typically one year or less. The Company uses the practical expedient and does not recognize a significant financing component when the difference between payment and revenue recognition is less than a year. The Company recognizes revenue upfront and will offer installment plans to travelers that are less than a year. The Company has the option to receive up front payments or receive installments as they become due which are recorded within interest expense, as they are considered factoring fees, and sales and marketing, respectively. As of March 31, 2023 the Company incurred had factoring fees of $378 which represents less than (5.0)% of the total other income (expense) on the Condensed Consolidated Statements of Operations. 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 enterprises, membership organizations, associations, educational institutions, and NGOs. The platform combines the Company'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. 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. Significant customers are those that represent more than 10% of the Company's total revenue or total accounts receivable and contract assets. As of March 31, 2023, there were two financing companies that accounted for 41% and 16% of the total accounts receivable balance at period end. The Company’s cash and cash equivalents are on deposit with major financial institutions. Such deposits may be in excess of insured limits. On March 10, 2023, Silicon Valley Bank (“SVB”), based in Santa Clara, California, was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as the receiver. At the time of closing, the Company had a total cash balance of $250 held in the deposit accounts at SVB, all of which was insured by Federal Deposit Insurance Corporation. In addition, on March 12, 2023, the U.S. Department of the Treasury, Federal Reserve Board, and FDIC released a joint statement announcing that the FDIC will complete its resolution of SVB in a manner that fully protects all depositors at SVB and that depositors will have access to all of their money starting March 13, 2023, thus enabling the Company to access all of its $250 held in the deposit.The Company believes that the remaining 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, global distribution system companies and financing companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to estimate the expected credit loss and record it within the allowance for doubtful accounts. Recently adopted accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” or ASU No. 2016-13. The amendments in ASU No. 2016-13 introduce an approach based on expected losses to estimated credit losses on certain types of financial instruments, modify the impairment model for available-for-sale debt securities and provide for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The Company adopted ASU 2016-13 as of January 1, 2023 with no material impact to its Condensed Consolidated Financial Statements. In October 2021, the FASB issued new guidance related to recognizing and measuring contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance will require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination as compared to current GAAP where an acquirer generally recognizes such items at fair value on the acquisition date. The new guidance is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance as of January 1, 2023 and applied Topic 606 to recognize and measure contract assets and contract liabilities of business combinations executed beginning January 1, 2023 and onwards. Change in financial statement presentation In connection with the preparation of its condensed consolidated financial statements as of and for the three months ended March 31, 2023 and 2022, the Company changed the presentation of “Sales and other Expense” and “Marketing Expense” within the Condensed Consolidated Statement of Operations. The Company changed the presentation by

WARRANTS

WARRANTS	3 Months Ended
	Mar. 31, 2023
Warrants and Rights Note Disclosure [Abstract]
Warrants	WARRANTS As of March 31, 2023, the Company had the following common stock warrants outstanding: Warrants Exercise Price Issuance Date Expiration Private Placement Warrants 232,500 11.50 7/18/2022 7/18/2027 Common Stock Warrants 1,275,000 11.50 9/29/2022 9/29/2027 Total 1,507,500 Public and Private Placement Warrants On February 1, 2021, ITHAX consummated the initial public offering (“IPO”) of 24,150,000 units (the “Units”), including the full exercise by the underwriters of their over-allotment option. Each Unit included one share of Class A ordinary share and one half of one warrant (the “Public Warrants”). Simultaneously with the closing of the IPO, ITHAX consummated the sale of 675,000 private placement units (the “Private Placement Units”), including the exercise by the underwriters of their over-allotment option. ITHAX Acquisition Sponsor LLC (the “Sponsor”) purchased 465,000 Private Placement units and Cantor purchased 210,000 Private Placement Units. Each Private Placement Unit consisted of one Class A ordinary share and one half of one warrant (“Private Warrants”). Upon closing of the Business Combination, the Company acquired 12,075,000 Public Warrants and 337,500 Private Placement Warrants (together the "Warrants"). On October 17, 2022, the Company closed a tender offer and tendered 10,741,390 Public Warrants. The gross cash paid was approximately $7,481 including incremental direct costs of $486 to acquire the warrants. The Company recorded the payment as a reduction to additional paid-in capital in the Condensed Consolidated Statement of Changes in Mezzanine Equity and Stockholders' Deficit. As of March 31, 2023 and December 31, 2022, there were no Public Warrants outstanding. The Private Warrants were designated as a liability when acquired upon the closing of the Business Combination on July 18, 2022, and continue to be classified as a liability as of March 31, 2023. The Private Warrants are considered liability classified instruments because their settlement amount differs depending on the identity of the holder, which precludes the warrants from being considered indexed to the Company’s equity. The Private Warrants are not redeemable by the Company as long as they are held by a Sponsor or its permitted transferees. If the Private Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the following basis: The Company may redeem the Private Warrants when the last reported sales price of the Company’s Class A Common Stock for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) exceeds $18.00. If the Reference Value exceeds $18.00, Private Warrants are redeemable at $0.01 per warrant, in whole and upon a minimum of 30 days prior written notice. The Company’s board of directors (the "Board") may also elect to require all warrant holders to exercise the Private Warrants on a cashless basis if the Reference Value exceeds $18.00. The number of shares to be issued for the cashless exercise would be equal to the quotient obtained by dividing (x) the product of the number of shares underlying the warrants, multiplied by the excess of the fair market value over the warrant price by (y) the fair market value. The fair market value is the average reporting closing price of the shares for the ten trading days ending on the third day prior to the date on which the notice of redemption was sent to warrant holders. The Company estimated the fair value of Private Warrants on a recurring basis at the respective dates using the Black-Scholes option valuation model, for the Private Warrants. The Black-Scholes option valuation model inputs are based on the estimated fair value of the underlying shares of the Company Class A Common Stock at the valuation measurement date, the remaining contractual term of the warrant, the risk-free interest rates, the expected dividends, and the expected volatility of the price of the underlying shares of the Company Class A Common Stock. These estimates, especially the expected volatility, are highly judgmental and could differ materially in the future. The Company recognized a loss of $21 during the three months ended March 31, 2023, recorded as a loss on warrant liability within the condensed consolidated statements of operations. The following table provides quantitative information regarding assumptions used in the Black-Scholes option-pricing model to determine the fair value of the Private Placement Warrants as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Stock price 11.16 10.88 Term (in years) 4.30 4.55 Expected volatility 61.0 % 60 % Risk-free rate 3.7 % 4.1 % Dividend yield — % — %

DEBT

DEBT	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
DEBT	DEBT 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, with a maturity date of December 23, 2024. 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 and are secured by substantially all of the assets of the Company. On January 11, 2023, the Company executed a Ninth Amendment to the financing agreement with TCW, wherein Wingspire Capital LLC ("Wingspire") became a party to the TCW Agreement. Wingspire funded an additional $15,000 of term loan commitment on top of the already outstanding Term Loan. Additionally, the Ninth Amendment split the term loan with TCW into two loans. Term Loan A will be represented by Wingspire with an outstanding principal balance of $30,000 and Term Loan B will be represented by TCW with an outstanding principal balance of $137,753. Additionally, pursuant to the Ninth Amendment, Wingspire consented to take over the TCW line of credit for a principal amount not to exceed $15,000. Until January 11, 2024, the Company has the option to increase Term Loan A by $20,000 under two conditions: (i) the Company must have a trailing 12-month EBITDA of at least $25,000; and (ii) the Company must draw in increments of at least $5,000. On January 31, 2023, we executed a tenth amendment to the TCW Agreement (the “ Tenth Amendment ”). The Tenth Amendment (1) set forth the terms on which we could acquire Orinter, pursuant to that certain Share Purchase and Sale Agreement, dated as of January 31, 2023, among us, Mondee Brazil, LLC, a Delaware limited liability company (“ Mondee Brazil ”), OTT Holdings Ltda. (“ OTT Holdings ”), Orinter, and the other parties named therein (the “ Orinter Purchase Agreement ”); (2) set forth the terms on which we could pay the earn-out payment contemplated to be paid to OTT Holdings and certain key executives of OTT Holdings pursuant to the Orinter Purchase Agreement; (3) required that Mondee Brazil join as a party to the TCW Agreement and the Security Agreement (as defined in the TCW Agreement); (4) required that Mondee, Inc. pledge 100% of the equity interests of Mondee Brazil; and (5) required that Mondee Brazil and Mondee Inc. pledge 100% of the equity interests of Orinter. The effective interest on Term Loan B for the periods ended March 31, 2023, and March 31, 2022 is 24% and 16%, respectively. The effective interest on the Term Loan A for the period ended March 31, 2023 is 16%. As of March 31, 2023, and March 31, 2022, the total estimated fair value of the Company’s TCW Credit Agreement was $124,704 and $183,852, respectively. As of March 31, 2023, the total estimated fair value of the Company's Wingspire loan was $27,381. The fair value of debt was estimated based on Level 3 inputs. Canadian Loans (“Other Government Loans”) Canada Emergency Business Account 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. Additionally in 2021, the Company was granted another CEBA loan with the Canadian government of $20 CAD (equivalent $16 USD). 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, 2023. As of March 31, 2023 and December 31, 2022, the Company had an outstanding loan balance of $70 CAD (equivalent $52 USD). 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 March 31, 2023 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. Highly Affected Sectors Credit Availability Program 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 March 31, 2023 and December 31, 2022, the Company had an outstanding loan balance of $236 CAD (equivalent $175 USD).

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENT	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, 2023 Level 1 Level 2 Level 3 Total Liabilities Foreign currency exchange derivatives (3) $ — $ 176 $ — $ 176 Orinter earn-out consideration (2) $ — $ — $ 3,890 $ 3,890 Warrant liability - private warrants (1) $ — $ — $ 1,314 $ 1,314 Total liabilities $ — $ 176 $ 5,204 $ 5,380 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liability - private warrants (1) $ — $ — $ 1,293 $ 1,293 ______________________________ (1) On February 1, 2021, with the closing of the IPO, ITHAX consummated the sale of 675,000 private placement units, including the exercise by the underwriters of their over-allotment option. As of March 31, 2023, the Company had 232,500 Private Placement Warrants outstanding. (2) The Orinter earn-out consideration represents arrangements to pay the former owners of Orinter acquired by the Company in 2023. The undiscounted maximum payment under the arrangement is $10,000 in aggregate at the end of fiscal years 2023 through 2025. As of March 31, 2023 no payments were made. Earn-out consideration is included in Accrued expenses and other current liabilities and as a separate line in Long-Term Liabilities within the Company's Condensed Consolidated Balance Sheets. (3) The Company uses foreign currency forwards contracts with maturities of up to four The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability in the Condensed Consolidated Balance Sheets. The warrant liability is measured at fair value using a Black-Scholes option pricing model at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the Condensed Consolidated Statements of Operations. The Warrants were classified as Level 3 at the initial measurement date, and March 31, 2023 due to the use of unobservable inputs. The foreign currency exchange derivatives are reported at fair value on the Condensed Consolidated Balance Sheets in Accrued Expenses and Other Current Liabilities. As of March 31, 2023, the Company did not designate any derivatives as hedges for accounting purposes. The notional amount of the foreign currency exchange derivatives outstanding as of March 31, 2023 is $5,834. The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheets. The effect off foreign currency exchange derivatives recorded in Other Income (Expense) in the Condensed Consolidated Statement of Operations for the three months ended March 31, 2023 is $12. Regarding the Level 3 Orinter 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 and as a separate line within Long-Term Liabilities on the Company’s Condensed Consolidated Balance Sheets. Change in the fair value of earn-out consideration is reflected in our Condensed Statements of Operations. Changes to the unobservable inputs do not have a material impact on the Company’s Consolidated Financial Statements. The Company established the initial fair value of the Private Warrants on July 18, 2022, the date of the Company’s Initial Public Offering, and revalued on March 31, 2023, using a Black-Scholes option pricing model. The Warrants were classified as Level 3 at the initial measurement date, and March 31, 2023 due to the use of unobservable inputs. Roll-forward of Level 3 Recurring Fair Value Measurements The following tables summarizes the fair value adjustments for earn-out consideration and private warrant liability measured using significant unobservable inputs (level 3): Earn-out consideration Three Months Ended 2023 2022 Balance, beginning of period $ — $ 597 Additions of earn-out consideration with the acquisition of Orinter 3,719 — Change in the estimated fair value of earn-out consideration 171 165 Balance, end of the period $ 3,890 $ 762 Private warrant liability Three Months Ended 2023 2022 Balance, beginning of period 1,293 — Change in the estimated fair value of warrants 21 — Balance, end of the period $ 1,314 $ — The fair value of Company’s short term financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, deferred underwriting fee, and accrued expenses approximated their carrying values as of March 31, 2023 and December 31, 2022, 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, long-term debt, 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, 2023 and for the year ended December 31, 2022. 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. For the three months ended March 31, 2023 and March 31, 2022 respectively, the Company has not recorded any impairment charges on non-financial assets.

BUSINESS COMBINATION

BUSINESS COMBINATION	3 Months Ended
	Mar. 31, 2023
Business Combinations [Abstract]
BUSINESS COMBINATION	BUSINESS COMBINATION Orinter Acquisition On January 31, 2023 (the "acquisition date"), the Company executed the Share Purchase and Sale Agreement to acquire all of the outstanding equity interests in Orinter Tour & Travel, S.A. ("Orinter") from OTT Holding Ltd (the "Sellers"). Orinter is a high-growth and leading travel provider with a strong presence in Brazil and Latin America. Orinter currently serves a multitude of travel companies. Through this acquisition, the Company has expanded its geographic footprint to include Brazil's domestic and outbound travel market. Additionally, Orinter’s direct relationships with Latin American hotels will provide valuable cross-sell opportunities for the Company. The Company accounted for this acquisition as a business combination. The acquisition date fair value of purchase consideration is given in below: Purchase Price Consideration Cash consideration (i) $ 20,464 Issuance of Class A Common Stock (ii) 16,037 Fair value of earnout consideration (iii) 3,719 Total purchase price consideration $ 40,220 i. Cash consideration of $18,928 paid on the closing date and $1,536 to be transferred to an escrow account as a guarantee in case of necessity of reimbursement, payment and/or use by Orinter for fulfillment of obligations of Orinter deriving from customers credits and customers prepayment. ii. Issuance of 1,726,405 shares of Class A Common Stock within 60 days from the Closing date to be maintained in an escrow account. The release of the shares are as follows: (a) 903,202 after a period of 12 months from the Closing Date, and (b) 823,203 shares after a period of 24 months from the Closing Date. iii. The purchase price consideration includes an earn-out obligation of $10,000 (paid in equal installments over 3 years) contingent on Orinter meeting EBITDA targets of $10,500, $11,500, and $12,500, for the years ended 2024, 2025 and 2026, respectively. The Company estimated the preliminary fair value of acquired assets and liabilities as of the effective time of the business combination based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Business Combination. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized. Final determination of the fair values may result in further adjustments to the values presented in the following table. Assets acquired: Estimated Fair Value Cash 624 Accounts receivable $ 40,431 Prepaid expenses and other current assets 1,447 Property and equipment, net 336 Goodwill 15,734 Operating lease right-of-use-assets 172 Intangible assets, net 29,180 Fair value of assets acquired 87,924 Liabilities assumed: Accounts payable 31,243 Accrued expenses and other current liabilities 6,437 Deferred income tax 9,921 Operating lease liabilities 103 Fair value of liabilities assumed 47,704 Total purchase consideration $ 40,220 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. 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 Orinter acquisition. Goodwill is primarily attributable to expected post-acquisition synergies from integrating Orinter’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 Orinter’s separately identifiable assets were customer relationships and trade names. 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 11 $ 21,500 Trade names 15 7,680 Total acquired intangibles $ 29,180 Since the acquisition, Orinter is included in the Travel Marketplace segment.

REVENUE

REVENUE	3 Months Ended
	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
REVENUE	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 13, the Company has two reportable segments, Travel Marketplace and SaaS Platform. Three Months Ended 2023 2022 Revenue from Travel Marketplace $ 49,549 $ 38,775 Revenue from SAAS Platform 380 292 $ 49,929 $ 39,067 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 Ending Balance as of December 31, 2022 21,733 5,794 (20,484) Increase/(decrease), net 59,035 (1,294) 2 Ending Balance as of March 31, 2023 $ 80,768 $ 4,500 $ (20,482)

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	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 2023. 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 Company recorded $1,476 liability for a income tax contingency related to the acquisition of Orinter. At the date of acquisition, we recognized a indemnification asset at the same time and on the same basis as the recognized liability, to the extent that collection is reasonably assured, in accordance with ASC 805. The effective income tax rate was 5.68% on the pre-tax loss for the three months ended March 31, 2023, and (0.45)% for the three months ended March 31, 2022. 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.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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, 2023 the Company currently has two outstanding legal claims that may have an adverse material impact. Litigation Relating to LBF Acquisition. In the federal court action, Thomas DeRosa, a shareholder of LBF Travel Management Corp. (f/k/a LBF Travel, 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 $7,555 and $6,354 secured letters of credit outstanding as of March 31, 2023 and 2022, 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, for which the contractual obligation is less than a year.

EMPLOYEE BENEFIT PLAN

EMPLOYEE BENEFIT PLAN	3 Months Ended
	Mar. 31, 2023
Defined Benefit Plan [Abstract]
EMPLOYEE BENEFIT PLAN	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 $0 during the three months ended March 31, 2023 and 2022 , 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 and reported as personnel expenses in the Condensed Consolidated Statement of Operations. Components of net periodic benefit costs, were as follows: Three Months Ended March 31, Particulars 2023 2022 Current service cost 37 21 Interest cost 11 6 Net actuarial (gain) recognized in the period (90) (3) Expenses recognized in the Condensed Consolidated Statement of Operations (42) 24 The components of actuarial (gain)/loss on retirement benefits are as follows: Three Months Ended March 31, Particulars 2023 2022 Actuarial gain for the period obligation 90 3 Actuarial gain for the period plan assets — — Actuarial gain for the period 90 3

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS A. Related Parties with whom transactions have taken place during the period: a. Mondee Holdings LLC — Affiliate entity 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 B. Summary of balances due to and from related parties and transactions are as follows: Balances as at Period End March 31, December 31, Amount payable to related party Metaminds Software (f) — 13 Amount receivable from Related Party Mondee Group LLC (a) 59 38 Note Payable to Related Party Note payable to CEO (c) 198 197 Three Months Ended March 31, Transactions with Related Parties 2023 2022 Offshore IT, sales support and other services from Metaminds Technologies (d) — 54 Metaminds Global (d) — 78 Offshore software development services from Metaminds Technologies (d) — 216 Metaminds Global (d) — 312 Interest income from Mondee Group Loan (b) — 127 Service fee from Mondee Group LLC (a) — 967 Rent expense – from Metaminds Software (e) 55 — _________________________ (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 had 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 the Mondee Stockholder. The note was settled upon the occurrence of the reverse recapitalization with ITHAX, partly by a right to receive the Company's Class A Common Stock to the extent of $20,336 and partly by the Asset Acquisition. On March 10, 2023, the Company received 2,033,578 shares of Class A Common Stock, which were valued at $20,336. The shares are reflected as treasury stock on the Condensed Consolidated Balance Sheet as the shares have not been retired as of March 31, 2023. (c) The Company has a note payable to the CEO amounting to $198 and $197 as of March 31, 2023 and December 31, 2022, 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) Prior to acquisition of certain assets and liabilities of Metaminds Technologies, Mondee hired all employees of Metaminds Technologies and Metaminds Software in April 2022. There were no services rendered by Metaminds Technologies and Metaminds Software for offshore IT, offshore software development, or sales support for the three month ended March 31, 2023. (e) The Company currently rents office space from Metaminds Software Solutions Ltd. The lease commencement date for this was April 1, 2022. The lease has a term of 11 months, has been renewed, and the monthly minimum base rent is immaterial. (f) Mondee Tech Pvt Ltd had a payable to Metaminds Software, which was settled in the three months ending March 31, 2023. (g) For the months of January through March 2023, Prasad Gundumogula, forgone his salary of $150 as of March 31, 2023.

SEGMENT INFORMATION

SEGMENT INFORMATION	3 Months Ended
	Mar. 31, 2023
Segment Reporting [Abstract]
SEGMENT INFORMATION	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. Corporate includes unallocated functions and expenses. In addition, we record legal expense, warrant transaction expense, and sale of export incentives excluded from segment operating performance in Corporate. 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, 2023 Travel Marketplace SAAS Platform Corporate Total Third-party revenue $ 49,549 380 — 49,929 Intersegment revenue — — — — Revenue $ 49,549 380 — 49,929 Adjusted EBITDA $ 4,101 (115) — 3,986 Depreciation and amortization (3,250) (136) — (3,386) Restructuring expense (1,529) — — (1,529) Stock-based compensation (2,561) — — (2,561) Acquisition cost $ (279) — — (279) One time non-recurring expense $ (216) — — (216) Legal expense $ — — (662) (662) Operating loss (4,647) Other expense, net (7,569) Loss before income taxes (12,216) Provision for income taxes (699) Net loss (12,915) Three Months Ended March 31, 2022 (As Revised) Travel Marketplace SAAS Platform Total Revenue $ 38,775 292 39,067 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) 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, 2023 2022 United States $ 37,552 $ 37,206 International 12,377 1,861 $ 49,929 $ 39,067 The following table represents information on the Company's long-lived assets (excluding capitalized software) and operating lease assets 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, Year Ended December 31, 2023 2022 United States $ 867 $ 1,016 International 1,600 642 $ 2,467 $ 1,658

Class A Common Stock

Class A Common Stock	3 Months Ended
	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
Class A Common Stock	CLASS A COMMON STOCK Class A Common Stock As of March 31, 2023, the Company had authorized a total of 500,000,000 shares for issuance of Class A Common Stock, of which 83,992,565 shares are issued and outstanding. Not reflected in the shares issued and outstanding is approximately 331,600 related to restricted stock units that vested in 2022, but have not been settled and issued yet. As of December 31, 2022, the Company had 82,266,160 shares of the Company Class A Common Stock issued and outstanding. Voting Rights Each holder of Class A Common Stock is entitled to one vote in respect of each share of Class A Common Stock held of record by such holder on all matters voted upon by the Company's stockholders, provided, however, that, except as otherwise required in the amended and restated certificate of incorporation, dated July 18, 2022 (as amended from time to time, the "Certificate of Incorporation") or by applicable law, the holders of the Company's Class A Common Stock will not be entitled to vote on any amendment to the Certificate of Incorporation that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of the Company's Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation (including any certificate of designation relating to any series of the Company's Preferred Stock) or pursuant to the Delaware General Corporation Law. Dividend Rights Subject to the rights of the holders of the Preferred Stock and any other provisions of the Certificate of Incorporation, holders of the Company's Class A Common Stock will be entitled to receive such dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Board, in its discretion, from time to time out of assets or funds of the Company legally available therefor. Liquidation Rights Subject to the rights of holders of the Preferred Stock, in the event of any liquidation, dissolution or winding up of the Company's affairs, whether voluntary or involuntary, after payment or provision for payment of the Company's debts and any other payments required by law and amounts payable upon shares of the Preferred Stock ranking senior to the shares of the Class A Common Stock upon such dissolution, liquidation or winding up, if any, the Company's remaining net assets will be distributed to the holders of the Class A Common Stock and the holders of any other class or series of capital stock ranking equally with the the Class A Common Stock upon such dissolution, liquidation or winding up, equally on a per share basis. Transfer Rights Subject to applicable law and the transfer restrictions set forth in Article VII of the the bylaws of the Company adopted on July 18, 2022, shares of Class A Common Stock and the rights and obligations associated therewith shall be fully transferable to any transferee. Other Rights There are no redemption or sinking fund provisions applicable to the the Class A Common Stock. The rights, preferences and privileges of holders of the Class A Common Stock will be subject to those of the holders of any preferred stock, including the Preferred Stock, that we may issue in the future.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION Class D Incentive Units In February 2021, the Board of Managers of the Legacy Mondee Stockholder approved the amended and restated 2013 Class D Incentive Unit Plan. The plan authorizes 91,177,477 Class D Incentive Units of the Legacy Mondee Stockholder for issuance to the Company’s employees. The per unit fair value of the Class D incentive awards granted during the year ended December 31, 2021 ranged between $0.002 and $0.13 and was estimated as of the grant date. There were no Class D incentive units granted during the three months ended March 31, 2023 and March 31, 2022 under the Class D Incentive Unit Plan. As of March 31, 2023, 100% of the Management Incentive Units for Class D units were fully vested as a result of the change in control event that is the consummation of the business combination with ITHAX. As of March 31, 2023, the total unrecognized stock-based compensation expense related to the incentive units outstanding was $0. The company recognized stock-based compensation related to the Class D incentive units for $0 and $80 for the three months ended March 31, 2023 and 2022, respectively. 2022 Equity Incentive Plan The Board adopted, and the stockholders of the Company approved, the 2022 Plan, effective as of the Closing Date. The maximum number of shares of Class A Common Stock that may be issued pursuant to the 2022 Plan is 9,615,971. The 2022 Plan provides for the grant of stock options, restricted stock units ("RSUs"), stock appreciation rights ("SARs"), dividend equivalents, substitute awards, and other stock-based awards (such as annual incentive awards and performance awards) for issuance to employees, directors, and other service providers to the Company or its affiliates. As of March 31, 2023 the Company has not granted stock options or SARs. Restricted Stock Units The following table summarizes the activity related to the Company’s RSU during the three months ended March 31, 2023: Number of Restricted Stock Weighted-Average Grant Date Fair Value Unvested – December 31, 2022 105,000 $ 9.4 Granted — — Vested — — Forfeited or canceled — — Unvested – March 31, 2023 105,000 105000 $ 9.4 During the three months ended March 31, 2023 and 2022, the Company recorded equity-based compensation expense related to the RSUs of $182 and $0, respectively. As of March 31, 2023, the Company had 105,000 granted but unvested RSUs with unamortized stock-based compensation expense of $396 remaining to be recognized over a weighted-average period of 1.11 years. Stock Options The committee administering the 2022 Plan (the "Committee") shall have the authority to grant to any eligible employee one or more Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options to eligible employees. The exercise price per share subject to a Stock Option shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% of the Fair Market Value (as defined in the 2022 Plan) at the time of grant. The term of each Stock Option shall be fixed by the Committee, but shall not be greater than 10 years after the date such Stock Option is granted. As of March 31, 2023, no stock option awards have been issued under the 2022 Plan. Stock Appreciation Rights SARs may be granted alone or in conjunction with all or part of any Stock Option granted under the 2022 Plan. The exercise price per share of Class A Common Stock subject to a SAR shall be determined by the Committee at the time of grant, provided that the per share exercise price of a SAR shall not be less than 100% of the Fair Market Value (as defined in the 2022 Plan) at the time of grant. The term of each free standing SAR shall be fixed by the Committee, but shall not be greater than 10 years after the date such SAR is granted. The SARs shall be exercised at such time or times to such terms and conditions determined by the Committee at the time of the grant. As of March 31, 2023, no SAR awards had been granted under the 2022 Plan. Employee Stock Purchase Plan The Board adopted, and the stockholders of the Company approved, the ESPP effective as of the Closing Date. The initial number of shares of common stock authorized for sale under the ESPP was 1,923,194. The following is a general description of the material features of the ESPP, which is qualified in its entirety by reference to the provisions of the ESPP: • The maximum aggregate number of shares of Class A Common Stock that may be issued pursuant to the ESPP will be equal to 2% of the fully-diluted shares, subject to certain adjustments; • The ESPP will permit participants to purchase Common Stock through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to the lesser of 8% of their eligible compensation or $25,000 maximum per offering period, which includes a participant’s regular and recurring straight time gross earnings and other eligible compensation, as defined in the ESPP. Subject to the eligibility requirements and dollar limits discussed above, a participant may purchase a maximum of $25,000 worth of shares of Class A Common Stock during each offering period. Subject to such limits, the administrator may increase or decrease, in its absolute discretion, the maximum number of shares of Class A Common Stock that a participant may purchase during future offering periods. Amounts contributed and accumulated by the participant during any offering period will be used to purchase shares of Class A Common Stock at the end of each offering period. The purchase price of the shares of Class A Common Stock cannot be less than 85% of the lower of the fair market value of our Class A Common Stock on the first trading day of the offering period or on the last trading day of the offering period; and • A participant may withdraw from the ESPP voluntarily at any time by delivering written notice of withdrawal prior to the close of business on the date established by the administrator. A participant will be deemed to have elected to withdraw from the ESPP upon the termination of the participant’s employment for any reason or in the event the participant is no longer eligible to participate in the ESPP. As of March 31, 2023, the ESPP has not yet been activated. Earn-out Shares Following the closing of the reverse recapitalization executed on July 18, 2022, earn-out shares were issued. Holders of the earn-out shares are entitled to the right to receive up to an aggregate amount of 9,000,000 shares of New Mondee Class A Common Stock that would vest (in part) in equal thirds if the trading price of the company's Class A Common Stock was greater than or equal to $12.50, $15.00, and $18.00 for any 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the closing of the reverse recapitalization and ending on the four anniversary of the closing of the Business Combination. In the event that there is a company sale and during the vesting period that will result in the holders of Class A Common Stock receiving a company sale price equal to or in excess of the applicable price per share set forth above, then immediately prior to the consummation of the company sale any such vesting of earn-out shares that has not previously occurred shall be deemed to have occurred and the holders of such earn-out shares shall be eligible to participate in such company sale. In the event of any merger, sale, consolidation, recapitalization, equity transfer, restructuring, reorganization or other similar business transaction that does not constitute a company sale, any remaining unvested earn-out shares shall not be forfeited, shall remain outstanding, and shall remain subject to the remaining applicable vesting triggering events set forth above. In the event of a company sale, including where the consideration payable is other than a specified price per share, for purposes of determining whether the applicable stock price levels set forth above have been achieved, the price paid per share of common stock will be calculated on a basis that takes into account the number of earn-out shares that will vest (i.e., the ultimate price per share payable to all holders of common stock will be the same price per share used to calculate the number of earn-out shares that vest). The holders will have all of the rights of a holder of common stock with respect to the unvested earn-out shares, except that the holders will not be entitled to consideration in connection with any sale or other transaction and the earn-out shares cannot be sold, redeemed, assigned, pledged, hypothecated, encumbered or otherwise disposed of prior to vesting. As the earn-out shares are not puttable by the holders thereof, the underlying shares are not redeemable outside of the Company’s control, and the earn-out shares are settled through the or through the vesting, a fixed number of shares, the earn-out shares are not a liability within the scope of ASC 480, Distinguishing Liabilities from Equity. Further, although the earn-out shares meet the definition of a derivative, they qualify for the equity-scope exception to derivative accounting because they meet the criteria for equity indexation and equity classification under ASC 815-40, Contracts in Entity’s Own Equity. Note that if a company sale occurs as a result of a cash offer, the calculation of the share price used to determine if the applicable stock price level set forth above has been achieved would include the earn-out shares. Lastly, the earn-out shares are indexed to the Company’s own stock, as there are no other events that would accelerate the vesting of such shares other than the share price being in excess of the applicable stock price levels set forth above or a company sale. Accordingly, these earn-out shares are equity classified In accordance with terms of the Business Combination and upon closing, the Company approved a total earn-out of 9,000,000 Class A Common Stock, which were allocated as follows as of March 31, 2023. Shareholder Type Grant Date Number of Shares Employee 7/18/2022 6,000,000 Investor 7/18/2022 500,000 Employee 9/7/2022 900,000 Non-employee 9/12/2022 200,000 Unallocated shares — 1,400,000 Total 9,000,000 While the earn-out shares are legally issued (except for 200,000 earn-out shares issued to non-employee) and placed into escrow, they are not considered outstanding for accounting purposes until resolution of the earn-out contingency. The estimated acquisition date fair value was determined using a Monte Carlo simulation valuation model.

NET LOSS PER SHARE

NET LOSS PER SHARE	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
NET LOSS PER SHARE	NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2022 2023 2022 Numerator: Net loss attributable to common stockholders $ (12,915) $ (6,991) Denominator: Weighted average shares outstanding, basic and diluted 83,748,712 60,800,000 Basic and diluted net loss per share $ (0.15) $ (0.11) The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common shares as of the periods presented because including them would be anti-dilutive: Three Months Ended March 31, 2022 2023 2022 Warrants (public warrants, private warrants, CS warrants) 1,507,500 — Outstanding earn-out shares 7,600,000 — Restricted Stock units* 105,000 — Potential common share excluded from diluted net loss per share 9,212,500 — *Includes 35,000 RSUs issued that vest on occurrence of market conditions and 70,000 RSUs issued that vest over service period

RESTRUCTURING

RESTRUCTURING	3 Months Ended
	Mar. 31, 2023
Restructuring and Related Activities [Abstract]
RESTRUCTURING	RESTRUCTURING AND RELATED COSTSDuring the three months ended March 31, 2023, the Company took actions at some of the office locations to reduce the size of its workforce to optimize efficiency and reduce costs. The Company completed the vast majority of announcements that affected employees by March 2023, including office closures .During the three months ended March 31, 2023, the Company recorded expenses of $1,529, within "Restructuring and related costs" in the Condensed Consolidated Statements of Operations. These expenses are one-time and are related to employee severance and other termination benefits. Accordingly, the Company accounted for restructuring and related costs pursuant to ASC Topic 420 " Exit or Disposal Cost Obligations" considering these expenses as a one-time benefit. During the three months ended March 31, 2023, the Company made employee severance and other termination benefits and other restructuring costs payments of $699.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	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 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. Interep Acquisition On May 12, 2023 (the “Interep Closing Date”), the Company executed the Share Purchase and Sale Agreement to purchase all of the outstanding shares of Interep Representações Viagens E Turismo S.A. (“Interep”). Interep is a Brazilian travel operator specializing in national and international land travel with service aimed exclusively at travel agents. Through this acquisition, the Company continues to expand its geographic footprint in Brazil's domestic and outbound travel market. In connection with the acquisition, the Company agreed to pay total consideration of (i) $4,000 on the Interep Closing Date, with an adjustment for working capital, (ii) a deferred payment of $720 paid in 36 installments, (iii) 416,000 shares of Company Class A Common Stock and (iv) an earn-out component up to an aggregate of $3,000 contingent on Interep meeting certain adjusted EBITDA targets. Consolid Acquisition On May 12, 2023 (the “Consolid Closing Date”), the Company executed the Share Purchase and Sale Agreement to acquire all of the outstanding equity interests in Consolid Mexico Holding, S.A. P.I. de C.V. ("Consolid").Consolid is a Mexican corporation and leader in the travel market with the main objective of generating higher income for travel agencies in Mexico and around the world through first-class technological tools with products and services that satisfy travelers. Through this acquisition, the Company expands its geographic footprint in Mexico's domestic and outbound travel market, as well as in other areas of Latin America. In connection with the acquisition, the Company agreed to pay total consideration of (i) $4,000 on the Consolid Closing Date, with an adjustment for working capital, and (ii) an earn-out component up to an aggregate of $1,000 and 400,000 shares of Company Class A Common Stock contingent on Consolid meeting certain adjusted EBITDA targets.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
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, the valuation of financial instruments, including the fair value of share-based awards, warrant liabilities, earn-outs issued in connection with the business combination, 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, as well as allowances for doubtful accounts and customer chargebacks. We make estimates of expected credit losses for our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history continually updated for new collections data, the credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect our ability to collect from customers. The provision for estimated credit losses is recorded in operating expenses in our Condensed Consolidated Statements of Operations.
Foreign currency exchange transactions	Foreign currency exchange derivativesThe Company is exposed to foreign currency fluctuations. The Company enters into foreign currency exchange derivative financial instruments to reduce the exposure to variability in certain expected future cash flows. The Company uses foreign currency forwards contracts with maturities of up to four months to hedge a portion of anticipated exposures. These contracts are not designated as hedging instruments and changes in the fair value are recorded in Other Income (Expense), net on the Condensed Consolidated Statement of Operations. Realized gains and losses from the settlement of the derivative assets and liabilities are classified as investing activities on the Condensed Consolidated Statement of Cash Flows. The foreign currency exchange derivatives are recognized on the Condensed Consolidated Balance Sheet at fair value within Accrued Expenses and Other Current Liabilities. The Company does not hold or issue derivatives for trading purposes.
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 technology solutions. 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, travel packages and other travel products and services. While we generally refer to a consumer that books travel reservation services on our technology solutions 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 service fee margin and commissions on hotel reservation, and other travel products and services is recognized on the date of successful booking. Revenue is recorded net of cancellation, refunds and chargebacks. Allowance for cancellations at the time of booking on this revenue based on historical experience is insignificant. Packages assembled through the packaging functionality on our websites generally include a hotel component and some combination of an air, car or destination services component. The individual package components are recognized in accordance with our revenue recognition policies. 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 of cancellations, refunds and shortfall penalty fees, as applicable, at a time when performance targets are achieved. When travel bookings are made, 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 travel bookings as variable consideration. We record estimates for losses related to chargebacks of the travel bookings cost as an operating expense classified within sales and marketing expense. Reserves are recorded based on our assessment of various factors, including the amounts of actual chargeback activity during the current year. In Brazil, the Company partner with financing companies to allow travelers the possibility of purchasing the product of their choice through financing plans established, offered and administrated by such financing companies. Participating financing companies bear full risk of fraud, delinquency, or default by travelers. When travelers elect to finance their purchase, we receive payments from financing companies as installments become due regardless of when traveler actually makes the scheduled payments. In most cases, we receive payment before travel occurs or during travel and the period between completion of booking and reception of scheduled payments is typically one year or less. The Company uses the practical expedient and does not recognize a significant financing component when the difference between payment and revenue recognition is less than a year. The Company recognizes revenue upfront and will offer installment plans to travelers that are less than a year. The Company has the option to receive up front payments or receive installments as they become due which are recorded within interest expense, as they are considered factoring fees, and sales and marketing, respectively. As of March 31, 2023 the Company incurred had factoring fees of $378 which represents less than (5.0)% of the total other income (expense) on the Condensed Consolidated Statements of Operations. 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 enterprises, membership organizations, associations, educational institutions, and NGOs. The platform combines the Company'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.
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. Significant customers are those that represent more than 10% of the Company's total revenue or total accounts receivable and contract assets. As of March 31, 2023, there were two financing companies that accounted for 41% and 16% of the total accounts receivable balance at period end. The Company’s cash and cash equivalents are on deposit with major financial institutions. Such deposits may be in excess of insured limits. On March 10, 2023, Silicon Valley Bank (“SVB”), based in Santa Clara, California, was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as the receiver. At the time of closing, the Company had a total cash balance of $250 held in the deposit accounts at SVB, all of which was insured by Federal Deposit Insurance Corporation. In addition, on March 12, 2023, the U.S. Department of the Treasury, Federal Reserve Board, and FDIC released a joint statement announcing that the FDIC will complete its resolution of SVB in a manner that fully protects all depositors at SVB and that depositors will have access to all of their money starting March 13, 2023, thus enabling the Company to access all of its $250 held in the deposit.The Company believes that the remaining 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, global distribution system companies and financing companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to estimate the expected credit loss and record it within the allowance for doubtful accounts.
Recently adopted accounting pronouncements	Recently adopted accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” or ASU No. 2016-13. The amendments in ASU No. 2016-13 introduce an approach based on expected losses to estimated credit losses on certain types of financial instruments, modify the impairment model for available-for-sale debt securities and provide for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The Company adopted ASU 2016-13 as of January 1, 2023 with no material impact to its Condensed Consolidated Financial Statements.
Change in financial statement presentation	Change in financial statement presentation In connection with the preparation of its condensed consolidated financial statements as of and for the three months ended March 31, 2023 and 2022, the Company changed the presentation of “Sales and other Expense” and “Marketing Expense” within the Condensed Consolidated Statement of Operations. The Company changed the presentation by

Accounting Changes and Error Co

Accounting Changes and Error Corrections (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Changes and Error Corrections [Abstract]
Schedule of Error Corrections and Prior Period Adjustments	The following table summarizes the effect of the revision on the affected financial statement line items within the previously reported unaudited condensed consolidated statement of operations for the three months ended March 31, 2022. (As Previously Reported) Adjustments As Revised Condensed Consolidated Statements of Operations Revenues, net $ 37,653 $ 1,414 $ 39,067 Marketing expenses $ 23,171 $ 750 $ 23,921 Sales and other expenses $ 2,824 $ 664 $ 3,488 Total operating expenses $ 38,337 $ 1,414 $ 39,751

WARRANTS (Tables)

WARRANTS (Tables)	3 Months Ended
	Mar. 31, 2023
Warrants and Rights Note Disclosure [Abstract]
Common stock warrants outstanding to purchase shares of common stock	As of March 31, 2023, the Company had the following common stock warrants outstanding: Warrants Exercise Price Issuance Date Expiration Private Placement Warrants 232,500 11.50 7/18/2022 7/18/2027 Common Stock Warrants 1,275,000 11.50 9/29/2022 9/29/2027 Total 1,507,500
Schedule of significant inputs to the Monte Carlo Simulation for the fair value	The following table provides quantitative information regarding assumptions used in the Black-Scholes option-pricing model to determine the fair value of the Private Placement Warrants as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Stock price 11.16 10.88 Term (in years) 4.30 4.55 Expected volatility 61.0 % 60 % Risk-free rate 3.7 % 4.1 % Dividend yield — % — %

FAIR VALUE MEASUREMENT (Tables)

FAIR VALUE MEASUREMENT (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of fair value measured on recurring basis	The following table sets forth the Company’s financial liabilities that were measured at fair value, on a recurring basis: March 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Foreign currency exchange derivatives (3) $ — $ 176 $ — $ 176 Orinter earn-out consideration (2) $ — $ — $ 3,890 $ 3,890 Warrant liability - private warrants (1) $ — $ — $ 1,314 $ 1,314 Total liabilities $ — $ 176 $ 5,204 $ 5,380 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liability - private warrants (1) $ — $ — $ 1,293 $ 1,293 ______________________________ (1) On February 1, 2021, with the closing of the IPO, ITHAX consummated the sale of 675,000 private placement units, including the exercise by the underwriters of their over-allotment option. As of March 31, 2023, the Company had 232,500 Private Placement Warrants outstanding. (2) The Orinter earn-out consideration represents arrangements to pay the former owners of Orinter acquired by the Company in 2023. The undiscounted maximum payment under the arrangement is $10,000 in aggregate at the end of fiscal years 2023 through 2025. As of March 31, 2023 no payments were made. Earn-out consideration is included in Accrued expenses and other current liabilities and as a separate line in Long-Term Liabilities within the Company's Condensed Consolidated Balance Sheets. (3) The Company uses foreign currency forwards contracts with maturities of up to four
Schedule of changes in the fair value of warrant liabilities	The following tables summarizes the fair value adjustments for earn-out consideration and private warrant liability measured using significant unobservable inputs (level 3): Earn-out consideration Three Months Ended 2023 2022 Balance, beginning of period $ — $ 597 Additions of earn-out consideration with the acquisition of Orinter 3,719 — Change in the estimated fair value of earn-out consideration 171 165 Balance, end of the period $ 3,890 $ 762 Private warrant liability Three Months Ended 2023 2022 Balance, beginning of period 1,293 — Change in the estimated fair value of warrants 21 — Balance, end of the period $ 1,314 $ —

BUSINESS COMBINATION (Tables)

BUSINESS COMBINATION (Tables)	3 Months Ended
	Mar. 31, 2023
Business Combinations [Abstract]
Schedule of acquisition date fair value of purchase consideration	Purchase Price Consideration Cash consideration (i) $ 20,464 Issuance of Class A Common Stock (ii) 16,037 Fair value of earnout consideration (iii) 3,719 Total purchase price consideration $ 40,220 i. Cash consideration of $18,928 paid on the closing date and $1,536 to be transferred to an escrow account as a guarantee in case of necessity of reimbursement, payment and/or use by Orinter for fulfillment of obligations of Orinter deriving from customers credits and customers prepayment. ii. Issuance of 1,726,405 shares of Class A Common Stock within 60 days from the Closing date to be maintained in an escrow account. The release of the shares are as follows: (a) 903,202 after a period of 12 months from the Closing Date, and (b) 823,203 shares after a period of 24 months from the Closing Date. iii. The purchase price consideration includes an earn-out obligation of $10,000 (paid in equal installments over 3 years) contingent on Orinter meeting EBITDA targets of $10,500, $11,500, and $12,500, for the years ended 2024, 2025 and 2026, respectively.
Summary of fair values of assets acquired and liabilities assumed	The Company estimated the preliminary fair value of acquired assets and liabilities as of the effective time of the business combination based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Business Combination. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized. Final determination of the fair values may result in further adjustments to the values presented in the following table. Assets acquired: Estimated Fair Value Cash 624 Accounts receivable $ 40,431 Prepaid expenses and other current assets 1,447 Property and equipment, net 336 Goodwill 15,734 Operating lease right-of-use-assets 172 Intangible assets, net 29,180 Fair value of assets acquired 87,924 Liabilities assumed: Accounts payable 31,243 Accrued expenses and other current liabilities 6,437 Deferred income tax 9,921 Operating lease liabilities 103 Fair value of liabilities assumed 47,704 Total purchase consideration $ 40,220
Summary of identifiable intangible assets and estimated useful lives	The Company determined that Orinter’s separately identifiable assets were customer relationships and trade names. 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 11 $ 21,500 Trade names 15 7,680 Total acquired intangibles $ 29,180

REVENUE (Tables)

REVENUE (Tables)	3 Months Ended
	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
Schedule of disaggregation of revenue	As described below in Note 13, the Company has two reportable segments, Travel Marketplace and SaaS Platform. Three Months Ended 2023 2022 Revenue from Travel Marketplace $ 49,549 $ 38,775 Revenue from SAAS Platform 380 292 $ 49,929 $ 39,067
Schedule of contract balances	The opening and closing balances of accounts receivable and deferred revenue are as follows: Accounts Contract Deferred Ending Balance as of December 31, 2022 21,733 5,794 (20,484) Increase/(decrease), net 59,035 (1,294) 2 Ending Balance as of March 31, 2023 $ 80,768 $ 4,500 $ (20,482)

EMPLOYEE BENEFIT PLAN (Tables)

EMPLOYEE BENEFIT PLAN (Tables)	3 Months Ended
	Mar. 31, 2023
Defined Benefit Plan [Abstract]
Schedule of components of net periodic benefit costs	Components of net periodic benefit costs, were as follows: Three Months Ended March 31, Particulars 2023 2022 Current service cost 37 21 Interest cost 11 6 Net actuarial (gain) recognized in the period (90) (3) Expenses recognized in the Condensed Consolidated Statement of Operations (42) 24
Schedule of components of actuarial loss / (gain) on retirement benefits	The components of actuarial (gain)/loss on retirement benefits are as follows: Three Months Ended March 31, Particulars 2023 2022 Actuarial gain for the period obligation 90 3 Actuarial gain for the period plan assets — — Actuarial gain for the period 90 3

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Schedule of related party balances and transactions	Summary of balances due to and from related parties and transactions are as follows: Balances as at Period End March 31, December 31, Amount payable to related party Metaminds Software (f) — 13 Amount receivable from Related Party Mondee Group LLC (a) 59 38 Note Payable to Related Party Note payable to CEO (c) 198 197 Three Months Ended March 31, Transactions with Related Parties 2023 2022 Offshore IT, sales support and other services from Metaminds Technologies (d) — 54 Metaminds Global (d) — 78 Offshore software development services from Metaminds Technologies (d) — 216 Metaminds Global (d) — 312 Interest income from Mondee Group Loan (b) — 127 Service fee from Mondee Group LLC (a) — 967 Rent expense – from Metaminds Software (e) 55 — _________________________ (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 had 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 the Mondee Stockholder. The note was settled upon the occurrence of the reverse recapitalization with ITHAX, partly by a right to receive the Company's Class A Common Stock to the extent of $20,336 and partly by the Asset Acquisition. On March 10, 2023, the Company received 2,033,578 shares of Class A Common Stock, which were valued at $20,336. The shares are reflected as treasury stock on the Condensed Consolidated Balance Sheet as the shares have not been retired as of March 31, 2023. (c) The Company has a note payable to the CEO amounting to $198 and $197 as of March 31, 2023 and December 31, 2022, 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) Prior to acquisition of certain assets and liabilities of Metaminds Technologies, Mondee hired all employees of Metaminds Technologies and Metaminds Software in April 2022. There were no services rendered by Metaminds Technologies and Metaminds Software for offshore IT, offshore software development, or sales support for the three month ended March 31, 2023. (e) The Company currently rents office space from Metaminds Software Solutions Ltd. The lease commencement date for this was April 1, 2022. The lease has a term of 11 months, has been renewed, and the monthly minimum base rent is immaterial. (f) Mondee Tech Pvt Ltd had a payable to Metaminds Software, which was settled in the three months ending March 31, 2023. (g) For the months of January through March 2023, Prasad Gundumogula, forgone his salary of $150 as of March 31, 2023.

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2023
Segment Reporting [Abstract]
Schedule of amounts detailed in segment reconciliation	Such amounts are detailed in our segment reconciliation below. Three Months Ended March 31, 2023 Travel Marketplace SAAS Platform Corporate Total Third-party revenue $ 49,549 380 — 49,929 Intersegment revenue — — — — Revenue $ 49,549 380 — 49,929 Adjusted EBITDA $ 4,101 (115) — 3,986 Depreciation and amortization (3,250) (136) — (3,386) Restructuring expense (1,529) — — (1,529) Stock-based compensation (2,561) — — (2,561) Acquisition cost $ (279) — — (279) One time non-recurring expense $ (216) — — (216) Legal expense $ — — (662) (662) Operating loss (4,647) Other expense, net (7,569) Loss before income taxes (12,216) Provision for income taxes (699) Net loss (12,915) Three Months Ended March 31, 2022 (As Revised) Travel Marketplace SAAS Platform Total Revenue $ 38,775 292 39,067 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)
Schedule of revenue by geographic area	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, 2023 2022 United States $ 37,552 $ 37,206 International 12,377 1,861 $ 49,929 $ 39,067
Long-lived assets and operating lease assets by geographical areas	. Three Months Ended March 31, Year Ended December 31, 2023 2022 United States $ 867 $ 1,016 International 1,600 642 $ 2,467 $ 1,658

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Summary of Incentive Units and RSU activity	The following table summarizes the activity related to the Company’s RSU during the three months ended March 31, 2023: Number of Restricted Stock Weighted-Average Grant Date Fair Value Unvested – December 31, 2022 105,000 $ 9.4 Granted — — Vested — — Forfeited or canceled — — Unvested – March 31, 2023 105,000 105000 $ 9.4
Schedule of Allocation of Earn-Out Shares	In accordance with terms of the Business Combination and upon closing, the Company approved a total earn-out of 9,000,000 Class A Common Stock, which were allocated as follows as of March 31, 2023. Shareholder Type Grant Date Number of Shares Employee 7/18/2022 6,000,000 Investor 7/18/2022 500,000 Employee 9/7/2022 900,000 Non-employee 9/12/2022 200,000 Unallocated shares — 1,400,000 Total 9,000,000

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Schedule of Computation of Basic and Diluted Net Loss per Share	The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2022 2023 2022 Numerator: Net loss attributable to common stockholders $ (12,915) $ (6,991) Denominator: Weighted average shares outstanding, basic and diluted 83,748,712 60,800,000 Basic and diluted net loss per share $ (0.15) $ (0.11)
Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share	The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common shares as of the periods presented because including them would be anti-dilutive: Three Months Ended March 31, 2022 2023 2022 Warrants (public warrants, private warrants, CS warrants) 1,507,500 — Outstanding earn-out shares 7,600,000 — Restricted Stock units* 105,000 — Potential common share excluded from diluted net loss per share 9,212,500 — *Includes 35,000 RSUs issued that vest on occurrence of market conditions and 70,000 RSUs issued that vest over service period

REVISION OF PREVIOUSLY ISSUED_2

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Summary of Revision of Financial Statements (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenues, net	$ 49,929	$ 39,067
Marketing expenses		23,921
Sales and other expenses		3,488
Total operating expenses	$ 54,576	39,751
(As Previously Reported)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenues, net		37,653
Marketing expenses		23,171
Sales and other expenses		2,824
Total operating expenses		38,337
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenues, net		1,414
Marketing expenses		750
Sales and other expenses		664
Total operating expenses		$ 1,414

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 10, 2023
Factoring fees	$ 378
Silicon Valley Bank
Restricted cash and cash equivalents		$ 250
Credit Concentration Risk | Accounts Receivable Factoring Fees | Operating Expense
Concentration risk	(5.00%)

WARRANTS - Common Stock Warrant

WARRANTS - Common Stock Warrants Outstanding (Details) - $ / shares	Mar. 31, 2023	Feb. 01, 2021
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	1,507,500
Common Stock Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	1,275,000
Exercise price of warrants (in dollars per share)	$ 11.50
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	232,500	675,000
Exercise price of warrants (in dollars per share)	$ 11.50

WARRANTS - Additional Informati

WARRANTS - Additional Information (Details) $ / shares in Units, $ in Thousands				3 Months Ended
	Oct. 17, 2022 USD ($) shares	Aug. 18, 2022 d tradingDay $ / shares	Feb. 01, 2021 shares	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2022 USD ($)	Jul. 18, 2022 shares
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				1,507,500
Number of securities tendered	10,741,390
Payments for repurchase of warrants | $	$ 7,481
Incremental direct costs | $	$ 486
Redemption price per public warrant (in dollars per share) | $ / shares		$ 0.01
Threshold number of business days before sending notice of redemption to warrant holders (in days) | d		30
Changes in fair value of warrant liability | $				$ 21	$ 0
ITHAX | IPO
Class of Warrant or Right [Line Items]
New shares issued (in shares)			24,150,000
Warrant
Class of Warrant or Right [Line Items]
Number of shares in a unit			1
Public Warrants
Class of Warrant or Right [Line Items]
Threshold trading days | tradingDay		20
Trading period | tradingDay		30
Reference value (in dollars per share) | $ / shares		$ 18
Public Warrants | ITHAX
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)						12,075,000
Public Warrants | ITHAX | IPO
Class of Warrant or Right [Line Items]
Number of shares in a unit			1
Number of warrants in a unit			0.50
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			675,000	232,500
Exercise price of warrants (in dollars per share) | $ / shares				$ 11.50
Private Placement Warrants | ITHAX
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)						337,500
Private Placement Warrants | ITHAX | Private Placement
Class of Warrant or Right [Line Items]
Number of shares in a unit			1
Number of warrants to purchase shares issued			675,000
Number of warrants in a unit			0.50
Private Placement Warrants | ITHAX | Private Placement | Sponsor
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued			465,000
Private Placement Warrants | ITHAX | Private Placement | Cantor
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued			210,000
Private Warrants
Class of Warrant or Right [Line Items]
Changes in fair value of warrant liability | $				$ (21)
Common Stock Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				1,275,000
Exercise price of warrants (in dollars per share) | $ / shares				$ 11.50

Warrants - Fair Value Measureme

Warrants - Fair Value Measurement Inputs (Details) - Private Placement Warrants	Mar. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
Class of Warrant or Right [Line Items]
Term (in years)	4 years 3 months 18 days	4 years 6 months 18 days
Stock price
Class of Warrant or Right [Line Items]
Stock price	$ 11.16	$ 10.88
Expected volatility
Class of Warrant or Right [Line Items]
Warrants, measurement input	0.610	0.60
Risk-free rate
Class of Warrant or Right [Line Items]
Warrants, measurement input	0.037	0.041
Dividend yield
Class of Warrant or Right [Line Items]
Warrants, measurement input	0	0

DEBT - TCW Credit Agreement (De

DEBT - TCW Credit Agreement (Details)			3 Months Ended
	Jan. 11, 2023 USD ($) loan	Dec. 23, 2019 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Jan. 31, 2023
Debt Instrument [Line Items]
Proceeds from long term debt			$ 15,000,000	$ 0
Wingspire Capital LLC
Debt Instrument [Line Items]
Number of loans | loan	2
Mondee Brazil
Debt Instrument [Line Items]
Percentage of interest acquired					100%
Orinter
Debt Instrument [Line Items]
Percentage of interest acquired					100%
TCW Agreement | Level 3
Debt Instrument [Line Items]
Estimated fair value of TCW credit agreement			124,704,000	$ 183,852,000
TCW Agreement | Secured Debt | Line of Credit
Debt Instrument [Line Items]
Minimum aggregate principal amount		$ 150,000,000
Amount of loan		95,000,000
TCW Agreement | Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Minimum aggregate principal amount		$ 15,000,000
Commitment fee (in percent)		1%
TCW Agreement | Revolving Credit Facility | Line of Credit | Wingspire Capital LLC
Debt Instrument [Line Items]
Minimum aggregate principal amount	$ 15,000
Wingspire Capital, Term Loan | Wingspire Capital LLC
Debt Instrument [Line Items]
Proceeds from long term debt	15,000,000
Wingspire Capital, Term Loan | Level 3
Debt Instrument [Line Items]
Estimated fair value of TCW credit agreement			$ 27,381,000
Term Loan A
Debt Instrument [Line Items]
Effective interest rate			16%
Term Loan A | Wingspire Capital LLC
Debt Instrument [Line Items]
Outstanding loan balance	30,000,000
Term Loan A | Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Term Loan A increase limit	20,000,000
EBITDA threshold minimum	25,000,000
Minimum draw threshold	5,000,000
Term Loan B | Wingspire Capital LLC
Debt Instrument [Line Items]
Outstanding loan balance	$ 137,753,000
Orinter
Debt Instrument [Line Items]
Effective interest rate			24%	16%

DEBT - Canadian Loans (Other Go

DEBT - Canadian Loans (Other Government Loans) (Details) $ in Thousands, $ in Thousands	Aug. 12, 2021 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2023 CAD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 CAD ($)	Aug. 12, 2021 CAD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2020 CAD ($)
Canada Emergency Business Account ("CEBA")
Debt Instrument [Line Items]
Outstanding loan balance		$ 52
Canada Emergency Business Account ("CEBA") | Minimum
Debt Instrument [Line Items]
Loan forgiveness		25%	25%
Canada Emergency Business Account ("CEBA") | Maximum
Debt Instrument [Line Items]
Loan forgiveness		7,500%	7,500%
Canada Emergency Business Account ("CEBA") | Line of Credit
Debt Instrument [Line Items]
Aggregate amount of loan				$ 16	$ 20		$ 39	$ 50
Outstanding loan balance			$ 70
Highly Affected Sectors Credit Availability Program ("HASCAP")
Debt Instrument [Line Items]
Aggregate amount of loan	$ 198					$ 250
Term of loan (in years)	10 years
Fixed interest rate (in percent)	4%					4%
Outstanding loan balance		$ 175	$ 236

FAIR VALUE MEASUREMENT - Financ

FAIR VALUE MEASUREMENT - Financial assets and liabilities that were measured at fair value, on a recurring basis (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Feb. 01, 2021
Liabilities, Fair Value Disclosure [Abstract]
Warrants outstanding (in shares)	1,507,500
Maximum Remaining Maturity of Foreign Currency Derivatives	4 months
Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrants outstanding (in shares)	232,500		675,000
Fair Value, Recurring
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency exchange derivatives(3)	$ 176
Orinter earn-out consideration	3,890
Total liabilities	5,380
Fair Value, Recurring | Private Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability - private warrants	1,314	$ 1,293
Fair Value, Recurring | Level 1
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency exchange derivatives(3)	0
Orinter earn-out consideration	0
Total liabilities	0
Fair Value, Recurring | Level 1 | Private Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability - private warrants	0	0
Fair Value, Recurring | Level 2
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency exchange derivatives(3)	176
Orinter earn-out consideration	0
Total liabilities	176
Fair Value, Recurring | Level 2 | Private Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability - private warrants	0	0
Fair Value, Recurring | Level 3
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency exchange derivatives(3)	0
Orinter earn-out consideration	3,890
Total liabilities	5,204
Fair Value, Recurring | Level 3 | Private Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability - private warrants	$ 1,314	$ 1,293

FAIR VALUE MEASUREMENT - Fair v

FAIR VALUE MEASUREMENT - Fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
FairValueRecurringBasisUnobservableInputReconciliationLiabilityGainLossStatementOfIncomeExtensibleListNotDisclosedFlag	Change in the estimated fair value of warrants
Fair Value, Recurring | Level 3 | Private Warrants
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Fair value as beginning	$ 1,293	$ 0
Change in the estimated fair value of earn-out consideration	21	0
Fair value as ending	1,314	0
Fair Value, Recurring | Level 3 | Earn Out Liability
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Fair value as beginning	0	597
Additions of earn-out consideration with the acquisition of Orinter	3,719	0
Change in the estimated fair value of earn-out consideration	171	165
Fair value as ending	$ 3,890	$ 762

FAIR VALUE MEASUREMENT - Additi

FAIR VALUE MEASUREMENT - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency transaction gain (loss)	$ 12
Foreign Exchange Forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notional amount of foreign currency forward contract	$ 5,834

BUSINESS COMBINATION - Acquisit

BUSINESS COMBINATION - Acquisition date fair value of purchase consideration (Details) - Orinter Tour & Travel $ in Thousands	Jan. 31, 2023 USD ($) shares
Business Acquisition [Line Items]
Total consideration	$ 20,464
Issuance of Class A Common Stock	16,037
Fair value of earn-out consideration	3,719
Total purchase price consideration	40,220
Cash paid at close	18,928
Escrow deposit	$ 1,536
Earn-out period (in years)	3 years
Common Class A
Business Acquisition [Line Items]
Number of shares receivable as merger consideration (in shares) | shares	1,726,405,000
Maintained in escrow, term (in days, months)	60 days
Period One | Common Class A
Business Acquisition [Line Items]
Maintained in escrow, term (in days, months)	12 months
Shares acquired, maintained in escrow (in shares) | shares	903,202,000
Period Two | Common Class A
Business Acquisition [Line Items]
Maintained in escrow, term (in days, months)	24 months
Shares acquired, maintained in escrow (in shares) | shares	823,203,000
Earn Out Liability
Business Acquisition [Line Items]
Earn-out obligation	$ 10,000
Earn Out Liability | Earn Out Period One
Business Acquisition [Line Items]
Earn out condition, adjusted earnings target	10,500
Earn Out Liability | Earn Out Period Two
Business Acquisition [Line Items]
Earn out condition, adjusted earnings target	11,500
Earn Out Liability | Earn Out Period Three
Business Acquisition [Line Items]
Earn out condition, adjusted earnings target	$ 12,500

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, 2023	Jan. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill	$ 82,154		$ 66,420
Orinter Tour & Travel
Business Acquisition [Line Items]
Cash		$ 624
Accounts receivable		40,431
Prepaid expenses and other current assets		1,447
Property and equipment, net		336
Goodwill		15,734
Operating lease right-of-use-assets		172
Intangible assets, net		29,180
Fair value of assets acquired		87,924
Accounts payable		31,243
Accrued expenses and other current liabilities		6,437
Deferred income tax		9,921
Operating lease liabilities		103
Fair value of liabilities assumed		47,704
Total purchase consideration		$ 40,220

BUSINESS COMBINATION - Fair v_2

BUSINESS COMBINATION - Fair value of identifiable intangible assets and their estimated useful lives (Details) $ in Thousands	Jan. 31, 2023 USD ($)
Business Acquisition [Line Items]
Fair value	$ 29,180
Customer relationships
Business Acquisition [Line Items]
Useful life (years)	11 years
Fair value	$ 21,500
Trade names
Business Acquisition [Line Items]
Useful life (years)	15 years
Fair value	$ 7,680

BUSINESS COMBINATION - Addition

BUSINESS COMBINATION - Additional information (Details) - Orinter Tour & Travel $ in Thousands	Jan. 31, 2023 USD ($)
Business Acquisition [Line Items]
Revenue of acquiree	$ 9,104
Pretax net income of acquiree	$ 1,601

REVENUE - Disaggregation of rev

REVENUE - Disaggregation of revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenues, net	$ 49,929	$ 39,067
Travel Marketplace
Disaggregation of Revenue [Line Items]
Revenues, net	49,549	38,775
SAAS Platform
Disaggregation of Revenue [Line Items]
Revenues, net	$ 380	$ 292

REVENUE - Contract balances (De

REVENUE - Contract balances (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward]
Accounts receivables, beginning balance	$ 21,733
Accounts receivables, increase/(decrease), net	59,035
Accounts receivables, ending balance	80,768
Contract asset, beginning balance	5,794
Contract Asset, Increase/(decrease), net	(1,294)
Contract asset, ending balance	4,500
Deferred revenue, beginning balance	(20,484)
Deferred Revenue, Increase/(decrease), net	2
Deferred revenue, ending balance	$ (20,482)

REVENUE - Additional informatio

REVENUE - Additional information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Revenue recognition is included in contract liability	$ 1,016

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Effective tax rate, percent	5.68%	(0.45%)

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional information (Details) $ in Thousands	Mar. 31, 2023 USD ($) claim	Oct. 13, 2022 USD ($)	Mar. 31, 2022 USD ($)
Line of Credit Facility [Line Items]
Number of outstanding claims | claim	2
Global Collect Services B.V.
Line of Credit Facility [Line Items]
Collection claim		$ 548
Letter of Credit
Line of Credit Facility [Line Items]
Secured letters of credit outstanding	$ 7,555		$ 6,354

EMPLOYEE BENEFIT PLAN - Additio

EMPLOYEE BENEFIT PLAN - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Defined Benefit Plan [Abstract]
Matching contributions made in cash	$ 0	$ 0

EMPLOYEE BENEFIT PLAN - Summary

EMPLOYEE BENEFIT PLAN - Summary of Components of net periodic benefit costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Defined Benefit Plan [Abstract]
Current service cost	$ 37	$ 21
Interest cost	11	6
Net actuarial (gain) recognized in the period	(90)	(3)
Expenses recognized in the Condensed Consolidated Statement of Operations	$ (42)	$ 24

EMPLOYEE BENEFIT PLAN - Summa_2

EMPLOYEE BENEFIT PLAN - Summary of components of actuarial gain on retirement benefits (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Defined Benefit Plan [Abstract]
Actuarial gain for the period obligation	$ (90)	$ (3)
Actuarial gain for the period plan assets	0	0
Actuarial gain for the period	$ (90)	$ (3)

RELATED PARTY TRANSACTIONS - Re

RELATED PARTY TRANSACTIONS - Related party balances (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Note Payable to Related Party	$ 198	$ 197
Mondee Group LLC
Related Party Transaction [Line Items]
Amount receivable from Related Party	59	38
Metaminds Software
Related Party Transaction [Line Items]
Amount payable to related party	0	13
Chief Executive Officer
Related Party Transaction [Line Items]
Note Payable to Related Party	$ 198	$ 197

RELATED PARTY TRANSACTIONS - _2

RELATED PARTY TRANSACTIONS - Related party transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Metaminds Software
Related Party Transaction [Line Items]
Rent expense - from Metaminds Software	$ 55	$ 0
Metaminds Technologies | Offshore IT, sales support and other services from
Related Party Transaction [Line Items]
Services received from related parties	0	54
Metaminds Technologies | Offshore software development services from
Related Party Transaction [Line Items]
Services received from related parties	0	216
Metaminds Global | Offshore IT, sales support and other services from
Related Party Transaction [Line Items]
Services received from related parties	0	78
Metaminds Global | Offshore software development services from
Related Party Transaction [Line Items]
Services received from related parties	0	312
Mondee Group Loan
Related Party Transaction [Line Items]
Interest Income from Mondee Group Loan	0	127
Mondee Group LLC
Related Party Transaction [Line Items]
Service fee from Mondee Group LLC	$ 0	$ 967

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($) $ in Thousands			3 Months Ended
	Jul. 18, 2022	May 11, 2021	Mar. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Note Payable to Related Party			$ 198	$ 197
Mondee Group LLC
Related Party Transaction [Line Items]
Percentage of service fee		10%
Interest rate			2.33%
Notes receivable, term			10 years
Number of units secured			14,708
Chief Executive Officer
Related Party Transaction [Line Items]
Interest rate			2%
Note Payable to Related Party			$ 198	$ 197
Metaminds Software
Related Party Transaction [Line Items]
Lease term			11 months
Mondee Group LLC
Related Party Transaction [Line Items]
Issuance of Class A Common Stock	$ (20,336)

SEGMENT INFORMATION - Amounts d

SEGMENT INFORMATION - Amounts detailed in segment reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	$ 49,929	$ 39,067
Adjusted EBITDA	3,986	2,213
Depreciation and amortization	(3,386)	(2,817)
Restructuring expense	(1,529)	0
Stock-based compensation	(2,561)	(80)
One time non-recurring expense	216
Legal expense	662
Acquisition cost	279
Loss from operations	(4,647)	(684)
Other expense, net	(7,569)	(6,253)
Loss before income taxes	(12,216)	(6,937)
Provision for income taxes	(699)	(54)
Net loss	(12,915)	(6,991)
Travel Marketplace
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	49,549	38,775
SAAS Platform
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	380	292
Operating Segments | Travel Marketplace
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	49,549	38,775
Adjusted EBITDA	4,101	2,767
Depreciation and amortization	(3,250)	(2,679)
Restructuring expense	(1,529)
Stock-based compensation	(2,561)	(80)
One time non-recurring expense	216
Legal expense	0
Acquisition cost	279
Loss from operations		8
Operating Segments | SAAS Platform
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	380	292
Adjusted EBITDA	(115)	(554)
Depreciation and amortization	(136)	(138)
Restructuring expense	0
Stock-based compensation	0	0
One time non-recurring expense	0
Legal expense	0
Acquisition cost	0
Loss from operations		$ (692)
Intersegment revenue
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	0
Intersegment revenue | Travel Marketplace
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	0
Intersegment revenue | SAAS Platform
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	0
Corporate
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	0
Adjusted EBITDA	0
Depreciation and amortization	0
Restructuring expense	0
Stock-based compensation	0
One time non-recurring expense	0
Legal expense	662
Acquisition cost	$ 0

SEGMENT INFORMATION - Revenue b

SEGMENT INFORMATION - Revenue by geographic area (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	$ 49,929	$ 39,067
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	37,552	37,206
International
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	$ 12,377	$ 1,861

SEGMENT INFORMATION - Long-live

SEGMENT INFORMATION - Long-lived assets and operating lease assets by geographic areas (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 2,467,000	$ 1,658,000
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	867,000	1,016,000
International
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 1,600,000	$ 642,000

Class A Common Stock (Details)

Class A Common Stock (Details) - shares	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000
Common shares, shares issued (in shares)	83,992,565	82,266,160
Common shares, shares outstanding (in shares)	83,992,565	82,266,160
Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Restricted stock units vested (in shares)	0
Restricted Stock Units (RSUs) | 2022 Equity Incentive Plan
Class of Stock [Line Items]
Restricted stock units vested (in shares)	331,600
Common Class A
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000
Common shares, shares issued (in shares)	83,992,565
Common shares, shares outstanding (in shares)	83,992,565

STOCK-BASED COMPENSATION - Addi

STOCK-BASED COMPENSATION - Additional Information (Details) $ / shares in Units, $ in Thousands				2 Months Ended	3 Months Ended		5 Months Ended
	Sep. 12, 2022 shares	Sep. 07, 2022 shares	Jul. 18, 2022 USD ($) $ / shares shares	Sep. 30, 2022 shares	Mar. 31, 2023 USD ($) shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 shares	Aug. 18, 2022 tradingDay	Feb. 28, 2021 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation | $					$ 2,561	$ 80
Shares entitled to earn-out shareholders for Business Combination (in shares)			9,000,000				9,000,000
Unrecognized earn-out compensation expense | $					2,627
Non-employee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation | $					285
Shares entitled to earn-out shareholders for Business Combination (in shares)	200,000
Employee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation | $					$ 2,094
Shares entitled to earn-out shareholders for Business Combination (in shares)		900,000	6,000,000
Unallocated shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)					1,400,000		1,400,000
Earn-Out Scenario One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Closing share price trigger for Business Combination (in dollars per share) | $ / shares			$ 12.50
Earn-Out Scenario Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Closing share price trigger for Business Combination (in dollars per share) | $ / shares			15
Earn-Out Scenario Three
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Closing share price trigger for Business Combination (in dollars per share) | $ / shares			$ 18
Public Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Threshold trading days | tradingDay								20
Trading period | tradingDay								30
2022 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorizes for issuance (in shares)			9,615,971
Class D Management Incentive Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorizes for issuance (in shares)									91,177,477
Vesting percentage					100%
Granted (in shares)					0
Total unrecognized stock-based compensation expense | $					$ 0
Allocated share based compensation | $					$ 0	80
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)					0
Total unrecognized stock-based compensation expense | $					$ 396
Unvested stock units (in shares)					105,000		105,000
Period of recognition for unrecognized stock-based compensation expense (in years)					1 year 1 month 9 days
Restricted Stock Units (RSUs) | 2022 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation | $					$ 182	$ 0
Employee Stock Purchase Plan (ESPP) | 2022 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorizes for issuance (in shares)			1,923,194
Exercise price of stock as a percent of fair market value			85%
Maximum number of shares that may be issued as a percent of fully-diluted shares			2%
Maximum percent of eligible compensation			8%
Maximum contribution amount | $			$ 25
Stock Options | 2022 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price of stock as a percent of fair market value			100%
Expiration period (in years)			10 years
Number of shares issued (in shares)				0
Stock Appreciation Rights | 2022 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price of stock as a percent of fair market value			100%
Expiration period (in years)			10 years
Number of shares issued (in shares)				0

STOCK-BASED COMPENSATION - Ince

STOCK-BASED COMPENSATION - Incentive Units and RSU Activity (Details) - $ / shares	3 Months Ended	6 Months Ended
	Mar. 31, 2023	Jun. 30, 2022
Class D Management Incentive Units
Number of Restricted Stock Incentive Units Outstanding
Granted (in shares)	0
Class D Management Incentive Units | Minimum
Weighted-Average Grant Date Fair Value
Granted (dollars per share)		$ 0.002
Class D Management Incentive Units | Maximum
Weighted-Average Grant Date Fair Value
Granted (dollars per share)		$ 0.13
Restricted Stock Units (RSUs)
Number of Restricted Stock Incentive Units Outstanding
Unvested at the beginning of the period (in shares)	105,000
Granted (in shares)	0
Vested (in shares)	0
Forfeited or canceled (in shares)	0
Unvested at the end of the period (in shares)	105,000
Weighted-Average Grant Date Fair Value
Unvested at the beginning of the period (dollars per share)	$ 9.4
Granted (dollars per share)	0
Vested (dollars per share)	0
Forfeited or canceled (dollars per share)	0
Unvested at the end of the period (dollars per share)	$ 9.4

STOCK-BASED COMPENSATION - Sche

STOCK-BASED COMPENSATION - Schedule of Allocation of Earnout Shares (Details) - shares				3 Months Ended	5 Months Ended
	Sep. 12, 2022	Sep. 07, 2022	Jul. 18, 2022	Mar. 31, 2023	Dec. 31, 2022
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)			9,000,000		9,000,000
Employee
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)		900,000	6,000,000
Investor
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)			500,000
Non-employee
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)	200,000
Unallocated shares
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)				1,400,000	1,400,000

NET LOSS PER SHARE - Schedule o

NET LOSS PER SHARE - Schedule of Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net loss attributable to common stockholders	$ (12,915)	$ (6,991)
Denominator:
Weighted average shares outstanding, basic (in shares)	83,748,712	60,800,000
Weighted average shares outstanding, diluted (in shares)	83,748,712	60,800,000
Basic net loss per share (in dollars per share)	$ (0.15)	$ (0.11)
Diluted net loss per share (in dollars per share)	$ (0.15)	$ (0.11)

NET LOSS PER SHARE - Schedule_2

NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	9,212,500	0
Warrants (public warrants, private warrants, CS warrants)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	1,507,500	0
Outstanding earn-out shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	7,600,000	0
Restricted Stock units*
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	105,000	0
Restricted Stock units* | Occurrence of Market Conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	35,000
Restricted Stock units* | Service Period
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	70,000

Restructuring and Related Activ

Restructuring and Related Activities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring expense	$ 1,529	$ 0
Employee Severance
Restructuring Cost and Reserve [Line Items]
Restructuring expense	1,529
Payments for restructuring	$ 699

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event $ in Thousands	May 12, 2023 USD ($)
Interep
Subsequent Event [Line Items]
Total consideration	$ 4,000
Deferred payment	$ 720
Number of payment installments	36
Consolid
Subsequent Event [Line Items]
Total consideration	$ 4,000
Common Class A | Interep
Subsequent Event [Line Items]
Issuance of common stock (in shares)	416
Earn-out component aggregate	3,000
Common Class A | Consolid
Subsequent Event [Line Items]
Issuance of common stock (in shares)	400
Earn-out component aggregate	$ 1,000