United States securities and exchange commission logo
June 3, 2022
Orestes Fintiklis
Chief Executive Officer
ITHAX Acquisition Corp.
555 Madison Avenue
Suite 11A
New York, NY 10022
Re: ITHAX Acquisition
Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed May 20, 2022
File No. 333-263727
Dear Mr. Fintiklis:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information
Note 3 - Transaction Accounting Adjustments, page 224
1. We note disclosure on
page F-61 that the Mondee Group LLC (Borrower) promissory
note was amended on May
18, 2022. Per the amendment, the principal and interest due
may be repaid, at the
election of the Borrower, in cash or units of Mondee Holdings LLC
(Holdings), or any
securities received in redemption of, as a distribution on or in exchange
for the units of
Holdings in connection with the closing of the transactions contemplated
by the Business
Combination Agreement. As your pro forma adjustments are limited to a
cash settlement
scenario, include an additional pro forma presentation which gives effect
to unit settlement. In
doing so, quantify the number of units required to settle the note and
Orestes Fintiklis
FirstName LastNameOrestes Fintiklis
ITHAX Acquisition Corp.
Comapany
June 3, 2022NameITHAX Acquisition Corp.
June 3,
Page 2 2022 Page 2
FirstName LastName
state the current fair value of such units.
In the event that the Borrower intends to settle the obligation by
issuing units or other
equity securities, tell us your consideration of classifying the note
receivable from related
party as a component of equity.
2. We note your pro forma balance sheet includes adjustments to cash,
other current assets,
accrued expenses and other current liabilities, additional paid in
capital and accumulated
deficit for transaction costs associated with the business
combination. Please expand your
disclosures which include adjustments for transaction costs to provide
more detailed
information to reconcile the amounts and items described in the
footnotes to the
adjustment amounts on the face of the pro forma balance sheet as well
as in related
footnotes. For example, we note that
pro forma adjustment 3(a)(3) depicts the payment of transaction
costs totaling $17.2
million; however, at note 3(e) the related adjustment to
additional paid in capital for
the payment of transaction costs totals only $15.2 million;
pro forma adjustment 3(m) eliminates $2.3 million of deferred
offering costs in
prepaid expenses and other current assets but there is no related
adjustment to
additional paid in capital for this amount in footnote 3(e);
pro forma adjustment 3(f) should reflect the reclassification
of ITHAX s historical
accumulated deficit which totals $15 million to additional paid
in capital; however,
the adjustment amount on the face of the pro forma balance sheet
only totals $13.9
million; and
pro forma adjustment 3(l) represents the expensing of
capitalized transaction costs;
however, we did not observe any related reduction of such
capitalized costs on your
balance sheet as of March 31, 2022. Further, it is not clear why
you reference
footnote 3(h) for the adjustment to accumulated deficit for these
transaction costs.
3. We note you reflect the settlement of the related party loan
receivable on the pro forma
balance sheet and refer to footnote 3(k). However, footnote 3(k) is
presented under the
subheading, Adjustments to the Unaudited Pro Forma Condensed Combined
Statements of
Operations for the year ended December 31, 2021 and three months ended
March 31,
2022. Please reposition this footnote as part of the adjustments to
the pro forma balance
sheet and include a separate footnote, within the adjustments to the
pro forma statements
of operations, to explain the related adjustment to interest income.
Exhibits
Exhibit 5.1, Opinion of Reed Smith LLP, page 3
4. If the principal opinion will assume that the company "is validly
existing and in good
standing" and the other assumptions which counsel lists in paragraph
(f), it appears that a
Orestes Fintiklis
ITHAX Acquisition Corp.
June 3, 2022
Page 3
second legality opinion would be required. Please obtain and file a
second opinion which
addresses those points such that counsel for the extant opinion may rely
on the
additional opinion (of local counsel) in rendering its opinion. In the
alternative, please ask
counsel to provide a revised opinion which does not assume any of the
material facts
underlying the opinion. For guidance, please refer to Section II.B.3.a of
Staff Legal
Bulletin No. 19 (Corp. Fin., October 14, 2011), which is available at
https://www.sec.gov/interps/legal/cfslb19.htm See also Section II.B.2.e
(regarding
requirements when reincorporation will take place prior to closing).
You may contact John Cannarella, Staff Accountant, at 202-551-3337 or
Jenifer
Gallagher, Staff Accountant, at 202-551-3706 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Tim Levenberg, Special Counsel at 202-551-3707
with any other
questions.
Sincerely,
FirstName LastNameOrestes Fintiklis
Division of
Corporation Finance
Comapany NameITHAX Acquisition Corp.
Office of Energy &
Transportation
June 3, 2022 Page 3
cc: Lynwood E. Reinhardt, Esq.
FirstName LastName