Item 8.01. Other Events



As previously announced, ITHAX Acquisition Corp. ("ITHAX" and, after the Domestication as described below, "New Mondee" or the "Company"), a Cayman Islands exempted company, previously entered into that certain Business Combination Agreement, dated as of December 20, 2021 (as may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among ITHAX, Ithax Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of ITHAX ("First Merger Sub"), Ithax Merger Sub II, LLC a Delaware limited liability company and wholly owned subsidiary of ITHAX ("Second Merger Sub") and Mondee Holdings II, Inc., a Delaware corporation ("Mondee") (the transactions contemplated by the Business Combination Agreement, the "Business Combination"). In connection with the Business Combination, ITHAX will domesticate as a Delaware corporation and change its name to "Mondee Holdings, Inc."

Pursuant to ITHAX's existing amended and restated memorandum and articles of association, a holder of ITHAX's public Class A ordinary shares, par value $0.001 per share (the "public shares") may request of ITHAX that New Mondee redeem all or a portion of its public shares for cash if the Business Combination is consummated. Holders of public shares had to complete the procedures for electing to redeem their public shares in the manner described in the Company's definitive proxy statement /prospectus filed with the U.S. Securities and Exchange Commission on June 27, 2022, and mailed to shareholders on or about June 27, 2022 prior to 5:00 p.m., Eastern Time, on July 13, 2022 in order for their shares to be redeemed. As of July 15, 2022, the Company has received redemption requests for 24,011,532 Class A shares in connection with the Business Combination.

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