Item 1.01. Entry into a Material Definitive Agreement.
On February 1, 2021, the Company consummated its Initial Public Offering of
24,150,000 units (the "Units") including 3,150,000 Units issued pursuant to the
full exercise of the underwriter's over-allotment option. Each Unit consists of
one Class A ordinary share of the Company, par value $0.001 per share ("Class A
ordinary share"), and one-half of one redeemable Warrant, with each whole
Warrant entitling the holder thereof to purchase one Class A ordinary share for
$11.50 per share. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $241,500,000.
Simultaneously with the closing of the Initial Public Offering, pursuant to a
Private Placement Units Purchase Agreement, by and between the Company and ITHAX
Acquisition Sponsor LLC (the "Sponsor") and a Private Placement Units Purchase
Agreement, by and between the Company and Cantor Fitzgerald & Co. ("Cantor"),
the Company completed the private sale of 465,000 private placement units to
Sponsor and 210,000 private placement units to Cantor (collectively, the
"Private Placement Units") at a purchase price of $10.00 per Private Placement
Unit, generating gross proceeds to the Company of $6,750,000 in the aggregate
(the "Private Placement"). The Private Placement Units are identical to the
Units sold in the IPO, except as otherwise disclosed in the Registration
Statement. No underwriting discounts or commissions were paid with respect to
such sale.
A total of $241,500,000 of the proceeds from the IPO and the sale of the Private
Placement Units, was placed in a U.S.-based trust account at J.P. Morgan Chase
Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as
trustee.
A restated audited balance sheet as of February 1, 2021 reflecting receipt of
the proceeds upon consummation of the IPO, including the full exercise of the
underwriter's over-allotment option, and the Private Placement has been issued
by the Company and is included as Exhibit 99.1 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description
99.1 Audited Balance Sheet as of February 1, 2021 (As Restated).
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