Item 4.02. Non- Reliance on Previously Issued Financial Statements or a Related

           Audit Report or Completed Interim Review.

(a) In light of recent comments issued by the U.S. Securities and Exchange Commission (the "SEC"), the management of ITHAX Acquisition Corp., a Cayman Islands exempted company (the "Company"), has re-evaluated the Company's application of ASC 480-10-S99-3A to its accounting classification of its redeemable Class A ordinary shares, par value $0.001 per share (the "Public Shares"), issued as part of the units sold in the Company's initial public offering (the "IPO") in January 2021. The Company has determined that, at the closing of its IPO, and in all of its subsequent periodic reports filed with the SEC, through and including the Form 10-Q for the quarterly period ended June 30, 2021, it had improperly valued its Public Shares subject to possible redemption. The Company previously determined the Public Shares subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares issued during the IPO can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company's control. Therefore, management concluded that the redemption value should include all Public Shares subject to possible redemption, resulting in the Public Shares subject to possible redemption being equal to its redemption value. As a result, management has restated temporary equity and permanent equity. This resulted in a restatement to the initial carrying value of the Public Shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and ordinary shares.

As a result of the foregoing, on November 22, 2021, the audit committee of the Company's board of directors concluded, after discussion with the Company's management, that the Company's previously issued (i) audited balance sheet as of February 1, 2021, as previously revised in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021 (the "Q1 Form 10-Q") (ii) unaudited interim financial statements included in the Q1 Form 10-Q and (iii) unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 (collectively, the "Affected Periods"), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC.

The Company's management has concluded that in light of the error described above, a material weakness exists in the Company's internal control over financial reporting related to the Company's accounting for complex financial instruments and that, because of this and additional material weaknesses identified in the first and second quarters of 2021, the Company's disclosure controls and procedures were not effective as of September 30, 2021.

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.

The Company's management and Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company's independent registered public accounting firm.

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