United States securities and exchange commission logo
June 17, 2022
Orestes Fintiklis
Chief Executive Officer
ITHAX Acquisition Corp.
555 Madison Avenue
Suite 11A
New York, NY 10022
Re: ITHAX Acquisition
Corp.
Amendment No. 5 to
Registration Statement on Form S-4
Filed June 13, 2022
File No. 333-263727
Dear Mr. Fintiklis:
We have reviewed your 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. 5 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations for the
Year Ended
December 31, 2021, page 244
1. We note that you
present adjustments to the line item "Other Income (expense)" for both
the annual and interim
periods, with reference to notes 3(h) and 3(o), on pages 252 and
254, while indicating
the amounts pertain to transaction costs that have been allocated to
derivative warrant
liabilities. However, the amounts in the note do not correspond to the
adjustments for the
annual period, and the amounts for both statements do not cross-foot
to the totals presented
for all scenarios.
Orestes Fintiklis
FirstName LastNameOrestes Fintiklis
ITHAX Acquisition Corp.
Comapany
June NameITHAX Acquisition Corp.
17, 2022
June 17,
Page 2 2022 Page 2
FirstName LastName
We also note the totals for both periods appear to reflect the $3.5
million fee waiver
referenced on page 246, in comparing the more recent figures to those
presented in your
prior amendment, although you have not referenced 3(h) or 3(o) in that
disclosure.
Please revise as necessary to clarify and resolve the aforementioned
discrepancies.
As the description for 3(h) appears under the subheading for balance
sheet adjustments,
rather than adjustments for the statements of operations, also clarify
why that adjustment
is being referenced in the pro forma statements of operations.
Note 1 - Description of the Business Combination, page 245
2. We note that you added disclosure on page 246 regarding the
resignation of Deutsche
Bank as a placement agent and capital markets advisor to ITHAX in
connection with the
business combination, including references to adjustments 3(a)(3),
3(j) and 3(l)(3)
concerning the fees waived by Deutsche Bank.
Please expand each of the adjustment notes as necessary to clarify and
quantify any
adjustments that have been calculated net of such fees. Given the
changes observed in the
Other income (expense) lines as noted in the preceding comment, also
clarify if these also
pertain to the fees waived by Deutsche Bank, and provide a brief
explanation of your
portrayal of accounting for these and similar fees, including an
explanation of how
adjustment 3(j) is correlated with this matter.
Also clarify if you intended to reference the annual and interim pro
forma statements
rather than your historical statements when referring to these
adjustments.
3. Tell us why there appears to have been no adjustment to the pro forma
balance sheet for
amounts that had been due to Deutsche Bank for services that you
indicate were
substantially complete, i.e. those which you no longer expect to pay.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 2 - Basis of Presentation, page 246
4. We note your disclosure in the fourth paragraph on page 247 stating
"Mondee s
management believes this unaudited pro forma condensed combined
financial information
to not be meaningful given Mondee incurred significant losses during
the historical
periods presented." Expand this disclosure to clarify the views of
Mondess' management.
For example, explain how having incurred significant losses renders
the presentation not
meaningful, and identify any adjustments made in depicting the pro
forma information
that are viewed as not consistent with the requirements in Rule
11-02(a) of Regulation S-
X, or which otherwise detract from the meaningfulness of the
presentation.
General
5. We note your disclosure on page 156 that between September 17, 2021
and October 4,
2021, representatives of ITHAX, Deutsche Bank Securities, Inc., Reed
Smith, and
Orestes Fintiklis
FirstName LastNameOrestes Fintiklis
ITHAX Acquisition Corp.
Comapany
June NameITHAX Acquisition Corp.
17, 2022
June 17,
Page 3 2022 Page 3
FirstName LastName
Pillsbury Winthrop Shaw Pittman LLP, legal counsel to Deutsche Bank,
negotiated and
finalized a customary agreement providing for Deutsche Bank to serve
as placement agent
in connection with the PIPE Financing and capital markets advisor to
ITHAX in
connection with the Transactions, which agreement was executed on
October 4, 2021,
with an addendum to the agreement to clarify certain terms executed
November 11, 2021.
Please provide us with this agreement and addendum. Please contact the
staff member
associated with the review of this filing to discuss how to submit the
materials to us for
our review.
6. Please also disclose any ongoing obligations of ITHAX or Mondee
pursuant to this
agreement and addendum that will survive the termination of the
engagement and discuss
the impacts of those obligations on ITHAX and Mondee in the
registration statement. For
example, we note your disclosure on page 61 that ITHAX continues to
have customary
obligations with respect to use of information and indemnification
under the letter
agreement with Deutsche Bank. Please disclose all material terms of
such indemnification
provisions, and discuss the impacts of those obligations on ITHAX in
the registration
statement.
7. Please provide us with a letter from Deutsche Bank Securities Inc.
stating whether
it agrees with the statements made in your prospectus related to its
resignation and, if not,
clearly identifying each statement with which it does not agree.
Please revise your
disclosure accordingly to reflect that you have discussed the
disclosure with Deutsche
Bank and to make clear that it either agrees or does not agree with
the conclusions and the
risks associated with such outcome. If Deutsche Bank does not respond,
please revise
your disclosure to indicate you have asked Deutsche Bank but have not
received a
response. In that case, also include disclosure about the risks to
investors.
8. Please provide us with any correspondence among Deutsche Bank, ITHAX,
and Mondee
relating to Deutsche Bank s resignation.
9. With a view toward disclosure, please tell us whether ITHAX's sponsor
is, is controlled
by, or has substantial ties with a non-U.S. person. Please also tell
us whether anyone or
any entity associated with or otherwise involved in the transaction,
is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may
not be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
disclose that the time necessary for government review of the
transaction or a decision to
prohibit the transaction could prevent you from completing an initial
business
combination and require you to liquidate. Disclose the consequences of
liquidation to
investors, such as the losses of the investment opportunity in a
target company, any price
appreciation in the combined company, and the warrants, which would
expire worthless.
Orestes Fintiklis
ITHAX Acquisition Corp.
June 17, 2022
Page 4
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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 17, 2022 Page 4
cc: Lynwood E. Reinhardt, Esq.
FirstName LastName