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, 2022

☐ 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

MONDEE HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

88-3292448

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

10800 Pecan Park Blvd.

Suite 315

Austin, Texas 78750

(Address of principal executive offices)

(650) 646-3320

(Issuer’s telephone number)

ITHAX Acquisition Corp.

555 Madison Avenue

Suite 11A

New York, NY

(Former Name or Former Address, if Changed Since Last Report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	MOND	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	MONDW	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 12, 2022, there were 81,247,218 shares of Class A common stock, par value $0.0001 per share issued and outstanding.

Table of Contents

MONDEE HOLDINGS, INC. (F/K/A ITHAX ACQUISTION CORP.)

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS


	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)	2
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)	3
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (Unaudited)	4
Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	23
Item 4. Controls and Procedures	23
Part II. Other Information	24
Item 1. Legal Proceedings	24
Item 1A. Risk Factors	24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3. Defaults Upon Senior Securities	24
Item 4. Mine Safety Disclosures	24
Item 5. Other Information	24
Item 6. Exhibits	25
Signatures	26

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

MONDEE HOLDINGS, INC.

(F/K/A ITHAX ACQUISITION CORP.)

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	156,703	$	525,204
Prepaid expenses		34,708		23,750
Cash and marketable securities held in Trust Account		241,937,059		—
Total Current Assets		242,128,470		548,954

Cash and marketable securities held in Trust Account		—		241,600,623
TOTAL ASSETS	$	242,128,470	$	242,149,577

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	682,972	$	211,548
Deferred business combination fees payable		7,032,982		—
Deferred underwriting fee payable		9,082,500		—
Total Current Liabilities		16,798,454		211,548

Deferred underwriting fee payable		—		9,082,500
Warrant liabilities		3,599,625		6,702,750
TOTAL LIABILITIES		20,398,079		15,996,798

Commitments and Contingencies

Class A ordinary shares subject to possible redemption; 24,150,000 shares at redemption value as of June 30, 2022 and December 31, 2021		241,937,059		241,600,623

Shareholders’ Deficit
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; 675,000 shares issued and outstanding (excluding 24,150,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021		675		675
Class B ordinary shares, $0.001 par value; 10,000,000 shares authorized; 6,037,500 shares issued and outstanding as of June 30, 2022 and December 31, 2021		6,038		6,038
Additional paid-in capital		—		—
Accumulated deficit		(20,213,381)		(15,454,557)
Total Shareholders’ Deficit		(20,206,668)		(15,447,844)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	242,128,470	$	242,149,577

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

MONDEE HOLDINGS, INC.

(F/K/A ITHAX ACQUISITION CORP.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Formation and operating costs	$	5,556,525	$	154,906	$	7,861,949	$	256,961
Loss from operations		(5,556,525)		(154,906)		(7,861,949)		(256,961)

Other income (loss):
Income earned on marketable securities held in Trust Account		328,896		30,198		336,436		49,114
Unrealized (loss) gain on marketable securities held in Trust Account		—		(20,060)		—		949
IPO transaction costs allocated to warrant liabilities		—		—		—		(675,351)
Change in fair value of warrant liabilities		372,375		2,110,125		3,103,125		2,979,000
Total other income, net		701,271		2,120,263		3,439,561		2,353,712

Net (loss) income	$	(4,855,254)	$	1,965,357	$	(4,422,388)	$	2,096,751

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption		24,150,000		24,150,000		24,150,000		19,880,387
Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption	$	(0.16)	$	0.06	$	(0.14)	$	0.08

Weighted average shares outstanding of Non-redeemable ordinary shares		6,712,500		6,712,500		6,712,500		6,453,936
Basic and diluted net (loss) income per share, Non-redeemable ordinary shares	$	(0.16)	$	0.06	$	(0.14)	$	0.08

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

MONDEE HOLDINGS, INC.

(F/K/A ITHAX ACQUISITION CORP.)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

THREE AND SIX MONTHS ENDED JUNE 30, 2022

SEC Form 10-Q filed by ITHAX Acquisition Corp.