United States securities and exchange commission logo
June 23, 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 21, 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.
Unless we note
otherwise, our references to prior comments are to comments in our June
17, 2022 letter.
Amendment No. 5 to Registration Statement on Form S-4
General
1. We note your response
to prior comment 9. It appears that the investments of the Sponsor
and the foreign persons
controlling certain PIPE investors are non-controlling investments
that could be
considered covered investments or minority interests that could result in a
covered control
transaction, both of which CFIUS has the authority to review. In this
regard, we note that
Orestes Fintiklis controls Ithaca Capital, one of the managing
members of Sponsor, and
will serve as a director of New Mondee, and that the other
managing member is
GMDA, an entity organized under the laws of Cyprus. Revise to
include new Risk
Factors disclosure to address how the Sponsor s status as a foreign
Orestes Fintiklis
ITHAX Acquisition Corp.
June 23, 2022
Page 2
person and other non-U.S. ties including among PIPE investors could
impact your ability
to complete your initial business combination based on CFIUS and review
by other U.S.
government entities.
2. Further, disclose in an appropriate risk factor 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.
You may contact Jenifer Gallagher, Staff Accountant, at 202-551-3706 or
Karl Hiller,
Accounting Branch Chief, at 202-551-3686 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 23, 2022 Page 2
cc: Lynwood E. Reinhardt, Esq.
FirstName LastName