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 September 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 November 19, 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.

Table of Contents

ITHAX ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS


	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	1
Condensed Statements of Operations for the three and nine months ended September 30, 2021 (Unaudited)	2
Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the three and nine months ended September 30, 2021 (Unaudited)	3
Condensed Statement of Cash Flows for the nine months ended September 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	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	24
Item 4. Controls and Procedures	24
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	25
Item 4. Mine Safety Disclosures	25
Item 5. Other Information	25
Item 6. Exhibits	25
Signatures	26

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ITHAX ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	644,529	$	1,000
Prepaid expenses		110,431		—
Total Current Assets		754,960		1,000

Deferred offering costs		—		80,631
Cash and marketable securities held in Trust Account		241,565,323		—
TOTAL ASSETS	$	242,320,283	$	81,631

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accrued expenses	$	71,923	$	—
Accrued offering costs		17,966		17,966
Promissory note – related party		—		43,556
Total Current Liabilities		89,889		61,522

Deferred underwriting fee payable		9,082,500		—
Warrant liabilities		8,071,500		—
TOTAL LIABILITIES		17,243,889		61,522

Commitments

Class A ordinary shares subject to possible redemption; 24,150,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively		241,565,323		—

Shareholders’ (Deficit) 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; 675,000 and no shares issued and outstanding (excluding 24,150,000 and no shares subject to possible redemption) as of September 30, 2021 and December 31, 2020, respectively		675		—
Class B ordinary shares, $0.001 par value; 10,000,000 shares authorized; 6,037,500 shares issued and outstanding as of September 30, 2021 and December 31, 2020		6,038		6,038
Additional paid-in capital		—		18,962
Accumulated deficit		(16,495,642)		(4,891)
Total Shareholders’ (Deficit) Equity		(16,488,929)		20,109
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY	$	242,320,283	$	81,631

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

Table of Contents

ITHAX ACQUISITION CORP.

CONDENSED STATEMENT OF OPERATIONS

(UNAUDITED)


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021		2021
Formation and operational costs	$	249,132	$	506,093
Loss from operations		(249,132)		(506,093)

Other income (expense):
Interest earned on marketable securities held in Trust Account		25,100		74,214
Unrealized loss on marketable securities held in Trust Account		(9,840)		(8,891)
Transaction costs allocated to warrant liabilities		—		(675,351)
Change in fair value of warrant liabilities		372,375		3,351,375
Other income, net		387,635		2,741,347

Net income	$	138,503	$	2,235,254

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption		24,150,000		21,329,562
Basic and diluted income per share, Class A ordinary shares subject to possible redemption	$	0.00	$	0.08

Weighted average shares outstanding of Non-redeemable Class A and Class B ordinary shares		6,712,500		6,541,697
Basic and diluted net income per share, Non-redeemable Class A and Class B ordinary shares	$	0.00	$	0.08

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

Table of Contents

ITHAX ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

(UNAUDITED)

SEC Form 10-Q filed by ITHAX Acquisition Corp.