United States securities and exchange commission logo
August 17, 2022
Prasad Gundumogula
Chief Executive Officer
Mondee Holdings, Inc.
10800 Pecan Park Blvd.
Suite 315
Austin, Texas 78750
Re: Mondee Holdings,
Inc.
Amendment No.1 to
Registration Statement on Form S-1
Filed July 22, 2022
File No. 333-266277
Dear Mr. Gundumogula:
We have limited our review of your amended registration statement
to those issues we
have addressed in our 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 further 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.1 to Registration Statement on Form S-1
Prospectus Cover Page, page 0
1. Disclose the
per-security price that the selling securityholders paid for each security
(including common
stock, warrants, or units overlying such securities) which you identify
in the first paragraph
as being registered for resale.
2. Disclose the exercise
price of the warrants compared to the current market price of the
underlying Class A
common shares. You state that the warrants are out the money, so
please also disclose in
the prospectus summary, risk factors, MD&A, and use of proceeds
sections the likelihood
that warrant holders will not exercise their warrants and that cash
proceeds associated
with the exercises of the warrants are dependent on the stock price.
Prasad Gundumogula
FirstName LastNamePrasad Gundumogula
Mondee Holdings, Inc.
Comapany
August 17, NameMondee
2022 Holdings, Inc.
August
Page 2 17, 2022 Page 2
FirstName LastName
3. We note the significant number of redemptions of your Class A common
stock in
connection with your business combination and that the shares being
registered for resale
will constitute a considerable percentage of your public float. Please
also disclose that
most of the shares being registered for resale were purchased by the
selling
securityholders for prices considerably below the current market price
of the Class A
common stock.
Risk Factors
If we fail to comply with the listing requirements of Nasdaq, we would face
possible delisting,
page 44
4. Please provide updated disclosure regarding the status of the possible
delisting of your
securities.
The securities being offered in this prospectus represent a substantial
percentage of the
outstanding New Mondee Common Stock, page 46
5. Revise to disclose in the penultimate paragraph the precise purchase
price of the securities
being registered for resale and that even though the current trading
price is below the
SPAC IPO price, the private investors could have an incentive to sell
because they will
still profit on sales because of the lower price at which they
purchased their shares.
6. We note the disclosure that you may choose to release one or more
Selling
Securityholders from the applicable lock-up periods, if you determine
it is in your
stockholders and your best interests, which would allow for earlier
sales of shares of New
Mondee Common Stock in the public market, which could have a negative
impact on the
price of New Mondee Common Stock. As appropriate, please update your
disclosure to
disclose whether you have released one or more Selling Securityholders
from the
applicable lock-up periods.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
66
7. Please update the financial information here, and other relevant
portions of your filing, to
include the interim financial statements for the six months ended June
30, 2022.
8. You disclose at page 82 that you believe that current cash and cash
equivalents, as well as
the proceeds from the Business Combination will be sufficient to fund
your operations for
at least the next 12 months. In light of the significant number of
redemptions and the
unlikelihood that the company will receive significant proceeds from
exercises of the
warrants because of the disparity between the exercise price of the
warrants and the
current trading price of the Class A common stock, update your
discussion of capital
resources to address any changes in the company s liquidity position
since the business
combination. If the company is likely to have to seek additional
capital, discuss the effect
of this offering on the company s ability to raise additional
capital.
Prasad Gundumogula
Mondee Holdings, Inc.
August 17, 2022
Page 3
9. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and discuss
how such sales could
impact the market price of the company s common stock. Your discussion
should
highlight the fact that your CEO Prasad Gundumogula controls 83.1% of
the outstanding
shares, and upon expiration of certain lock-up restrictions entered into
in connection with
the Business Combination that will expire six months following the
Business
Combination, will be able to sell any or all of such shares for so long
as the registration
statement of which this prospectus forms a part is available for use.
General
10. Revise your prospectus to disclose the price that each selling
securityholder paid for the
Class A common stock and warrants being registered for resale. Highlight
any differences
in the current trading price, the prices at which that the selling
securityholders acquired
their shares and warrants, and the price that the public securityholders
acquired their
shares and warrants. Please also disclose the potential profit the
selling securityholders
will earn based on the current trading price.
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 Timothy S. Levenberg, Special Counsel, at (202) 551-3707
or
Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions.
Sincerely,
FirstName LastNamePrasad Gundumogula
Division of
Corporation Finance
Comapany NameMondee Holdings, Inc.
Office of Energy &
Transportation
August 17, 2022 Page 3
cc: Michael Lee, Esq., of Reed Smith LLP
FirstName LastName