Item 5.07. Submission of Matters to a Vote of Security Holders
On July 15, 2022, ITHAX Acquisition Corp., a Cayman Islands exempted company
("ITHAX" and, following the consummation of the Domestication (as defined
below), "New Mondee"), convened an extraordinary general meeting of shareholders
(the "Extraordinary General Meeting") held in connection with ITHAX's previously
announced business combination with Mondee Holdings II, Inc. ("Mondee"), Ithax
Merger Sub I, LLC ("First Merger Sub") and Ithax Merger Sub II, LLC ("Second
Merger Sub") pursuant to that certain Business Combination Agreement, dated
December 20, 2021 (the "Business Combination Agreement") and the transactions
contemplated thereby (such transactions, the "Business Combination").
Pursuant to the terms of the Business Combination Agreement, the Business
Combination will be effected through ITHAX's domestication to Delaware (the
"Domestication"), followed by the merger of First Merger Sub with and into
Mondee, with Mondee surviving the merger as a wholly owned subsidiary of New
Mondee (the "First Merger", and the time at which the First Merger becomes
effective, the "First Effective Time"), followed by a second merger, whereby
Mondee will merge with and into the Second Merger Sub, with Second Merger Sub
surviving such merger as a wholly owned subsidiary of New Mondee (the "Second
Merger", and the time at which the Second Merger becomes effective, the "Second
Effective Time").
In connection with the Business Combination, (i) each issued and outstanding
Class A ordinary share, par value $0.001 per share (the "Class A ordinary
shares"), of ITHAX will be converted into one share of Class A common stock, par
value $0.001 per share, of New Mondee (the "New Mondee Common Stock") and each
issued and outstanding Class B ordinary share, par value $0.001 per share (the
"Class B ordinary shares"), of ITHAX will be converted into one share of Class B
common stock, par value $0.001 per share, of New Mondee (the "New Mondee Class B
Common Stock"), pursuant to the Domestication (ii) upon the First Effective
Time, each issued and outstanding share of New Mondee Class B Common Stock will
be converted into one share (subject to adjustment) of New Mondee Common Stock;
(iii) pursuant to the Domestication, each issued and outstanding whole warrant
representing the right to purchase one Class A ordinary share of ITHAX will
automatically convert into the right to purchase one share of New Mondee Common
Stock at an exercise price of $11.50 per share on substantially the same terms
and conditions set forth in the Amended and Restated Warrant Agreement between
Continental Stock Transfer & Trust Company, ITHAX's warrant agent, and New
Mondee, to be dated the date of Closing (as defined below) of the Business
Combination (the "Amended and Restated Warrant Agreement"); (iv) pursuant to the
Domestication, the governing documents of ITHAX will be replaced with the
certificate of incorporation of New Mondee (the "Interim Charter"), and upon the
First Effective Time, the Interim Charter shall be replaced with the proposed
amended and restated certificate of incorporation and the new bylaws of New
Mondee (the "Proposed Governing Documents"); and (v) upon the First Effective
Time, New Mondee's name will change to "Mondee Holdings, Inc." In connection
with clauses (i) through (iii) of this paragraph, each issued and outstanding
unit of ITHAX that has not been previously separated into the underlying Class A
ordinary shares of ITHAX and the underlying warrants of ITHAX prior to the
Domestication will be cancelled and will entitle the holder thereof to one share
of New Mondee Common Stock and one-half of one warrant, with each whole warrant
representing the right to purchase one share of New Mondee Common Stock at an
exercise price of $11.50 per share, on the terms and subject to the conditions
set forth in the Amended and Restated Warrant Agreement.
Each proposal voted on at the Extraordinary General Meeting is described in
detail in ITHAX'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.
As of the close of business of May 13, 2022, the record date for the
Extraordinary General Meeting, there were an aggregate of 24,825,000 Class A
ordinary shares, par value $0.001 per share, and 6,037,500 Class B ordinary
shares, par value $0.001 per share (together, the "Ordinary Shares"),
outstanding. Under the terms of ITHAX's existing amended and restated memorandum
and articles of association (the "Existing Governing Documents"), only the
holders of the Class B ordinary shares are entitled to vote on the election of
directors to the board of directors of ITHAX. Therefore, only holders of the
Class B ordinary shares were entitled to one vote per Class B ordinary share on
the Director Election Proposal (as defined below) at the Extraordinary General
Meeting. Holders of both the Class B ordinary shares and the Class A ordinary
shares were entitled to one vote per Ordinary Share on all other proposals.
Holders of a total of 23,186,607 Ordinary Shares, representing approximately
75.13% of the outstanding Ordinary Shares entitled to vote, were present in
person or by proxy at the Extraordinary General Meeting, constituting a quorum.
The voting results for the proposals voted on at the Extraordinary General
Meeting are set forth below:
1. The Business Combination Proposal - To approve ITHAX's entry into (1) the
Business Combination Agreement, a copy of which is attached to the proxy
statement/prospectus as Annex A, pursuant to which, among other things: (a) in
connection with the Domestication: (i) each issued and outstanding Class A
ordinary share will be converted into one share of New Mondee Common Stock and
each issued and outstanding Class B ordinary share will be converted into one
share of New Mondee Class B Common Stock and (ii) each issued and outstanding
whole warrant representing the right to purchase Class A ordinary shares of
ITHAX will automatically convert into the right to purchase one share of New
Mondee Common Stock at an exercise price of $11.50 per share on substantially
the same terms and conditions set forth in the Amended and Restated Warrant
Agreement; (b) at the First Effective Time, (i) all shares common stock of
Mondee outstanding as of immediately prior to the First Effective Time shall be
cancelled and automatically converted into the right to receive an aggregate of
60,800,000 shares of New Mondee Common Stock (the "Merger Consideration"), (ii)
all shares of common stock of Mondee held in treasury of Mondee and all shares
of Mondee common stock owned by any direct or indirect wholly owned subsidiary
of Mondee immediately prior to the First Effective Time shall be cancelled
without any conversion thereof, (iii) each issued and outstanding unit of First
Merger Sub immediately prior to the First Effective Time shall be converted into
and exchanged for one validly issued, fully paid and nonassessable share of
common stock of the first surviving company (the "First Surviving Company Common
Stock"), (iv) pursuant to the amended and restated certificate of incorporation
of New Mondee ("Proposed Charter"), each share of New Mondee Class B Common
Stock will be converted into one share (subject to adjustment) of New Mondee
Common Stock and New Mondee will change its name to "Mondee Holdings, Inc."; and
(v) New Mondee and Continental will enter into the Amended and Restated Warrant
Agreement; and (c) at the Second Effective Time, (i) each issued and outstanding
share of First Surviving Company Common Stock shall be automatically cancelled
and shall cease to exist as of the Second Effective Time; and (ii) each issued
and outstanding unit of Second Merger Sub immediately prior to the Second
Effective Time, shall automatically be converted into and exchanged for one
validly issued, fully paid and nonassessable interest of the second surviving
company; and (2) certain related agreements (including the Subscription
Agreements, and the Registration Rights Agreement, each in the form attached to
the proxy statement/prospectus as Annex F and Annex G, respectively), and the
transactions contemplated thereby, be approved, ratified and confirmed in all
respects.
For Against Abstain
21,490,875 1,653,879 41,583
2. The Domestication Proposal - To approve that ITHAX be transferred by way of
continuation to Delaware pursuant to Article 32 of the amended and restated
articles of association of ITHAX, Part XII of the Companies Act (As Revised) of
the Cayman Islands and Section 388 of the General Corporation Law of the State
of Delaware and, immediately upon being de-registered in the Cayman Islands,
ITHAX be continued and domesticated as a corporation under the laws of the State
of Delaware; (b) in connection therewith to adopt upon the Domestication taking
effect, the certificate of incorporation of New Mondee (the "Interim Charter"),
in place of ITHAX's existing amended and restated memorandum and articles of
association (the "Existing Governing Documents"), which will remove or amend
those provisions of ITHAX's Existing Governing Documents that terminate or
otherwise cease to be applicable as a result of the Domestication; and (c) file
the Interim Charter with the Secretary of State of the State of Delaware, under
which ITHAX will be transferred by way of continuation out of the Cayman Islands
and domesticated as a corporation under the State of Delaware.
For Against Abstain
21,474,639 1,670,115 41,853
3. The Proposed Charter and Bylaws Proposal - To approve that the Interim
Charter of ITHAX to be in effect upon the Domestication (a copy of which is
attached to the proxy statement/prospectus as Annex I) be replaced in its
entirety with the Proposed Charter and proposed new bylaws of New Mondee
("Proposed Bylaws") (copies of which are attached to the proxy statement/
prospectus as Annex B and Annex C, respectively), which be approved as the
amended and restated certificate of incorporation and the bylaws of New Mondee,
effective at the First Effective Time.
For Against Abstain
21,474,639 1,670,115 41,853
4. The Advisory Governing Documents Proposals- To approve and adopt the
following five (5) separate resolutions to approve the following material
differences between the amended and restated memorandum and articles of
association of ITHAX and the Proposed Charter and Bylaws: (4A) to change the
authorized share capital of ITHAX; (4B) to authorize the board of directors of
New Mondee (the "New Mondee Board") to issue any or all of the shares of
preferred stock, par value $0.0001 per share, of New Mondee ("New Mondee
Preferred Stock") in one or more classes or series, with such terms and
conditions as may be expressly determined by the New Mondee Board and as may be
permitted by the Delaware General Corporation Law (the "DGCL"); (4C) to remove
the ability of New Mondee stockholders to take action by written consent in lieu
of a meeting provided, however that the holders of New Mondee Preferred Stock
may take action by written consent to the extent provided by the Certificate of
Designation with respect to the New Mondee Preferred Stock; (4D) to replace the
Existing Governing Documents and all other changes necessary or, as mutually
agreed in good faith by ITHAX and Mondee, desirable in connection with the
replacement of Existing Governing Documents with the Proposed Charter and
Proposed Bylaws (copies of which are attached to the proxy statement/prospectus
as Annex B and Annex C, respectively) as part of the Closing of the Business
Combination, including (i) changing the post-Business Combination corporate name
from "ITHAX Acquisition Corp." to "Mondee Holdings, Inc." (which is expected to
occur at the First Effective Time), (ii) making New Mondee's corporate existence
perpetual, (iii) adopting Delaware as the exclusive forum for certain
stockholder litigation and the United States federal district courts as the
exclusive forum for litigation arising out of the Securities Act of 1933, as
amended, and (iv) removing certain provisions related to our status as a blank
check company that will no longer be applicable upon consummation of the
Business Combination; and (4E) to approve the election of New Mondee to not be
governed by Section 203 of the DGCL and limiting certain corporate takeovers by
interested stockholders.
(4A)
For Against Abstain
19,127,420 3,866,245 192,942
(4B)
For Against Abstain
19,127,470 3,866,245 192,892
(4C)
For Against Abstain
19,127,420 3,866,245 192,942
(4D)
For Against Abstain
19,321,006 3,672,709 192,892
(4E)
For Against Abstain
21,323,600 1,670,115 192,892
5. The Nasdaq Proposal - To approve, for the purposes of complying with the
applicable provisions of the Nasdaq Listing Rule 5635, the issuance of the
7,000,000 shares of New Mondee Common Stock in connection with the PIPE
Financing (defined hereafter) and the issuance of the New Mondee Common Stock
constituting the Merger Consideration.
On December 20, 2021, concurrently with the execution of the Business
Combination Agreement, certain investors (the "PIPE Investors") entered into
subscription agreements (the "PIPE Subscription Agreements") with ITHAX pursuant
to which the PIPE Investors committed to purchase in a private placement
5,000,000 shares of New Mondee Common Stock at a purchase price of $10.00 per
share and an aggregate purchase price of $50.0 million (the "PIPE Investment").
The PIPE Investment will be consummated substantially concurrently with the
closing of the Business Combination (the "Closing").
On April 21, 2022, ITHAX entered into a PIPE Subscription Agreement with an
"accredited investor" (as such term is defined in Rule 501 of Regulation D) (the
"Additional Investor"), whereby the Additional Investor has committed to
purchase in a private placement 2,000,000 shares of New Mondee Common Stock at a
purchase price of $10.00 per share (the "Additional Shares") and an aggregate
purchase price of $20.0 million (the "Additional Investment"), bringing the
total amount of commitments from both the PIPE Investment and the Additional
Investment to $70.0 million. The Additional Investment will be consummated
substantially concurrently with the Closing. The aggregate gross proceeds to New
Mondee from the PIPE Investment and the Additional Investment are expected to
equal $70,000,000 (the "PIPE Financing").
For Against Abstain
21,474,640 1,658,391 53,576
6. The Director Election Proposal - To elect each of the following directors to
serve on the New Mondee Board immediately following the consummation of the
Business Combination:
Class I (term expiring in 2023)
Asi Ginio
Noor Sweid
Class II (term expiring in 2024)
Pradeep Udhas
Roopa Purushothaman
Mona Aboelnaga Kanaan
Class III (term expiring in 2025)
Orestes Fintiklis
Prasad Gundumogula
Only holders of Class B ordinary shares are permitted to vote on this Director
Election Proposal.
Class Name For Withhold
Class I Asi Ginio 6,037,500 0
Class I Noor Sweid 6,037,500 0
Class II Pradeep Udhas 6,037,500 0
Class II Roopa Purushothaman 6,037,500 0
Class II Mona Aboelnaga Kanaan 6,037,500 0
Class III Orestes Fintiklis 6,037,500 0
Class III Prasad Gundumogula 6,037,500 0
7. The Equity Incentive Plan Proposal - To approve and adopt the New Mondee 2022
Equity Incentive Plan, a copy of which is attached to the proxy
statement/prospectus as Annex D.
For Against Abstain
20,590,914 2,502,890 92,803
8. The Employee Stock Purchase Plan Proposal - To approve and adopt the New
Mondee Employee Stock Purchase Plan, a copy of which is attached to the proxy
statement/prospectus as Annex E.
For Against Abstain
21,474,639 1,670,115 41,853
9. The Adjournment Proposal - To approve and adopt the adjournment of the
Extraordinary General Meeting to a later date or dates (A) to solicit additional
proxies for the purpose of obtaining approval by the ITHAX shareholders of each
of the proposals necessary to consummate the transactions contemplated by the
Business Combination Agreement, (B) for the absence of a quorum or (C) if the
holders of the Class A ordinary shares have elected to redeem a number of Class
A ordinary shares as of such time that would reasonably be expected to result in
the conditions required for the closing of the Business Combination Agreement to
not occur; provided that, without the consent of Mondee, in no event shall the
Extraordinary General Meeting of shareholders be adjourned to a date that is
more than fifteen (15) business days later than the most recently adjourned
meeting or to a date that is beyond the termination date of the Business
Combination Agreement, at the Extraordinary General Meeting.
For Against Abstain
21,486,363 1,658,391 41,853
Item 7.01 Regulation FD Disclosure.
On July 15, 2022, ITHAX issued a press release announcing voting results
relating to the Extraordinary General Meeting. A copy of the press release is
being furnished herewith as Exhibit 99.1.
The information contained in this Current Report on Form 8-K pursuant to this
Item 7.01, including the exhibit attached hereto, is intended to be furnished
and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act
or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description
99.1 Press release dated July 15, 2022
104 Cover page Interactive data file (embedded within the inline XBRL
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