UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39943

ITHAX ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

555 Madison Avenue

Suite 11A

New York, NY 10022

(Address of principal executive offices)

(212) 792-0253

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.001 per share, and one-half of one Redeemable Warrant	ITHXU	The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.001 per share, included as part of the units	ITHX	The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units	ITHXW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 9, 2021, there were 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, issued and outstanding.


	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	1
Condensed Statements of Operations for the three and six months ended June 30, 2021 (Unaudited)	2
Condensed Statement of Changes in Shareholders’ Equity for the three and six months ended June 30, 2021 (Unaudited)	3
Condensed Statement of Cash Flows for the six months ended June 30, 2021 (Unaudited)	4
Notes to Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	20
Item 4. Controls and Procedures	21
Part II. Other Information	21
Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3. Defaults Upon Senior Securities	21
Item 4. Mine Safety Disclosures	21
Item 5. Other Information	21
Item 6. Exhibits	22
Signatures	23


	June 30, 2021		December 31, 2020
		(Unaudited)
ASSETS
Current assets
Cash	$	728,829	$	1,000
Prepaid expenses		208,960		—
Total Current Assets		937,789		1,000

Deferred offering costs		—		80,631
Cash and marketable securities held in Trust Account		241,550,063		—
TOTAL ASSETS	$	242,487,852	$	81,631

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	5,620	$	—
Accrued offering costs		17,966		17,966
Promissory note – related party		—		43,556
Total Current Liabilities		23,586		61,522

Deferred underwriting fee payable		9,082,500		—
Warrant liabilities		8,443,875		—
Total Liabilities		17,549,961		61,522

Commitments

Class A ordinary shares subject to possible redemption 21,993,789 and no shares at redemption value as of June 30, 2021 and December 31, 2020, respectively		219,937,890		—

Shareholders’ Equity
Preference shares, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.001 par value; 100,000,000 shares authorized; 2,831,211 and no shares issued and outstanding (excluding 21,993,789 and no shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively		2,831		—
Class B ordinary shares, $0.001 par value; 10,000,000 shares authorized; 6,037,500 shares issued and outstanding as of June 30, 2021 and December 31, 2020		6,038		5,031
Additional paid-in capital		2,899,272		19,969
Retained earnings (Accumulated deficit)		2,091,860		(4,891)
Total Shareholders’ Equity		5,000,001		20,109
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	242,487,852	$	81,631


	Three Months		Six Months Ended
	Ended June 30,		June 30,
	2021		2021
Formation and operational costs	$	154,906	$	256,961
Loss from operations		(154,906)		(256,961)

Other income:
Interest earned on marketable securities held in Trust Account		30,198		49,114
Unrealized (loss) gain on marketable securities held in Trust Account		(20,060)		949
Transaction costs allocated to warrant liabilities		—		(675,351)
Change in fair value of warrant liabilities		2,110,125		2,979,000
Other income, net		2,120,263		2,353,712

Net income	$	1,965,357	$	2,096,751

Weighted average shares outstanding of Class A redeemable ordinary shares		21,797,253		21,765,850
Basic and diluted income per share, Class A redeemable ordinary shares	$	0.00	$	0.00

Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares		9,065,247		8,416,580
Basic and diluted net income per share, Class A and Class B non-redeemable ordinary shares	$	0.22	$	0.24


									(Accumulated
	Class A			Class B			Additional		Deficit)		Total
	Ordinary Shares			Ordinary Shares			Paid-in		Retained		Shareholders’
	Shares	Amount		Shares	Earnings		Capital		Earnings		Equity
Balance — January 1, 2021	—	$	—	5,031,250	$	5,031	$	19,969	$	(4,891)	$	20,109

Stock Dividend	—		—	1,006,250		1,007		(1,007)		—		—

Sale of 24,150,000 Units, net of underwriting discounts, initial fair value of Public Warrants, and offering costs	24,150,000		24,150	—		—		216,360,315		—		216,384,465

Sale of 675,000 Private Placement Units, net of initial fair value of Private Warrants and offering costs	675,000		675	—		—		6,435,891		—		6,436,566

Class A ordinary shares subject to redemption	(21,797,253)		(21,797)	—		—		(217,950,733)		—		(217,972,530)

Net income	—		—	—		—		—		131,394		131,394

Balance — March 31, 2021	3,027,747	$	3,028	6,037,500	$	6,038	$	4,864,435	$	126,503	$	5,000,004

Change in value of class A ordinary shares subject to redemption	(196,536)		(197)	—		—		(1,965,163)		—		(1,965,360)

Net income	—		—	—		—		—		1,965,357		1,965,357

Balance – June 30, 2021	2,831,211	$	2,831	6,037,500	$	6,038	$	2,899,272	$	2,091,860	$	5,000,001


Cash Flows from Operating Activities:
Net income	$	2,096,751
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities		(2,979,000)
Transaction costs allocated to warrant liabilities		675,351
Interest earned on marketable securities held in Trust Account		(49,114)
Unrealized gain on marketable securities held in Trust Account		(949)
Changes in operating assets and liabilities:
Prepaid expenses		(208,960)
Accounts payable and accrued expenses		5,620
Accrued offering costs		(15,000)
Net cash used in operating activities		(475,301)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(241,500,000)
Net cash used in investing activities		(241,500,000)

Cash Flows from Financing Activities
Proceeds from initial public offering, net of underwriting discounts paid	$	236,250,000
Proceeds from sale of Private Placement Units		6,750,000
Proceeds from promissory note – related party		44,708
Repayment of promissory note – related party		(88,264)
Payment of offering costs		(253,314)
Net cash provided by financing activities	$	242,703,130

Net Change in Cash		727,829
Cash – Beginning of period		1,000
Cash – End of period	$	728,829

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	17,966
Initial classification of Class A ordinary share subject to possible redemption	$	217,165,785
Change in value of Class A ordinary share subject to possible redemption	$	2,772,105
Deferred underwriting fee payable	$	9,082,500
Initial classification of warrant liabilities	$	11,422,875


	Three Months		Six Months
	Ended		Ended
	June 30,		June 30,
	2021		2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest earned and unrealized gains on marketable securities held in Trust Account	$	9,233	$	45,592
Net income allocable to shares subject to possible redemption		9,233		45,592
Denominator: Weighted Average Redeemable Class A Ordinary Shares

Basic and diluted weighted average shares outstanding		21,797,253		21,765,850
Basic and diluted net income per share	$	0.00	$	0.00
Non-Redeemable Class A and Class B Ordinary Shares
Numerator: Net Loss less net income allocable to Redeemable Class A Ordinary Shares
Net income	$	1,965,357	$	2,096,751
Net income allocable to Redeemable Class A Ordinary Shares		(9,233)		(45,592)
Net income allocables to Non-Redeemable Shares	$	1,956,124	$	2,051,159
Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Shares
Basic and diluted weighted average shares outstanding		9,065,247		8,416,580
Basic and diluted net income per share	$	0.22	$	0.24


		June 30,
Description	Level	2021
Assets:
Marketable securities held in Trust Account	1	$	241,550,063

Liabilities:
Warrant Liability – Public Warrants	1	$	8,211,000
Warrant Liability – Private Placement Warrants	3	$	232,875


	February 1, 2021
	(Initial Measurement)				June 30, 2021
	Public		Private		Private
Input	Warrants		Warrants		Warrants
Ordinary Share Price	$	9.55		9.55	$	9.72
Exercise Price	$	11.50		11.50	$	11.50
Expected Life (in years)		5		5		5.31
Risk Free Interest Rate

SEC Form 10-Q filed by ITHAX Acquisition Corp.