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 March 31, 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

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 May 5, 2022, 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 MARCH 31, 2022

TABLE OF CONTENTS


	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	2
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	3
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 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	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	27
Item 4. Controls and Procedures	27
Part II. Other Information	27
Item 1. Legal Proceedings	27
Item 1A. Risk Factors	28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3. Defaults Upon Senior Securities	28
Item 4. Mine Safety Disclosures	28
Item 5. Other Information	28
Item 6. Exhibits	28
Signatures	29

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ITHAX ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2022		December 31, 2021
ASSETS
Current assets
Cash	$	230,529	$	525,204
Prepaid expenses		49,583		23,750
Total Current Assets		280,112		548,954

Cash and marketable securities held in Trust Account		241,608,163		241,600,623
TOTAL ASSETS	$	241,888,275	$	242,149,577

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	95,745	$	211,548
Total Current Liabilities		95,745		211,548


Deferred legal fee		1,940,885		—
Deferred printer fee		211,500		—
Deferred underwriting fee payable		9,082,500		9,082,500
Warrant liabilities		3,972,000		6,702,750
TOTAL LIABILITIES		15,302,630		15,996,798

Commitments and Contingencies

Class A ordinary shares subject to possible redemption; 24,150,000 shares at redemption value as of March 31, 2022 and December 31, 2021		241,608,163		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 March 31, 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 March 31, 2022 and December 31, 2021		6,038		6,038
Additional paid-in capital		—		—
Accumulated deficit		(15,029,231)		(15,454,557)
Total Shareholders’ Deficit		(15,022,518)		(15,447,844)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	241,888,275	$	242,149,577

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

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ITHAX ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended
	March 31,
	2022		2021
Formation and operational costs	$	2,305,424	$	102,055
Loss from operations		(2,305,424)		(102,055)

Other income (loss):
Interest earned on marketable securities held in Trust Account		7,540		18,916
Unrealized gain on marketable securities held in Trust Account		—		21,009
Transaction costs allocated to warrant liabilities		—		(675,351)
Change in fair value of warrant liabilities		2,730,750		868,875
Other income, net		2,738,290		233,449

Net income	$	432,866	$	131,394

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption		24,150,000		15,563,333
Basic and diluted income per share, Class A ordinary shares subject to possible redemption	$	0.01	$	0.01

Weighted average shares outstanding of Non-redeemable ordinary shares		6,712,500		6,192,500
Basic and diluted net income per share, Non-redeemable ordinary shares	$	0.01	$	0.01

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

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ITHAX ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2022


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Earnings		Capital		Deficit		Deficit
Balance — January 1, 2022	675,000	$	675	6,037,500	$	6,038	$	—	$	(15,454,557)	$	(15,447,844)

Subsequent measurement of Class A ordinary shares to redemption amount	—		—	—		—		—		(7,540)		(7,540)

Net income	—		—	—		—		—		432,866		432,866

Balance — March 31, 2022	675,000	$	675	6,037,500	$	6,038	$	—	$	(15,029,231)	$	(15,022,518)

THREE MONTHS ENDED MARCH 31, 2021


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Earnings		Capital		Deficit		Equity (Deficit)
Balance — January 1, 2021	—	$	—	6,037,500	$	6,038	$	18,962	$	(4,891)	$	20,109

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

Subsequent measurement of Class A ordinary shares to redemption amount	—		—	—		—		(6,454,853)		(18,700,607)		(25,155,460)

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

Balance — March 31, 2021	675,000	$	675	6,037,500	$	6,038	$	—	$	(18,574,104)	$	(18,567,391)

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

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ITHAX ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Three Months Ended
	March 31,
	2022		2021
Cash Flows from Operating Activities:
Net income	$	432,866	$	131,394
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(7,540)		(18,916)
Unrealized gain on marketable securities held in Trust Account		—		(21,009)
Change in fair value of warrant liabilities		(2,730,750)		(868,875)
Transaction costs allocated to warrant liabilities		—		675,351
Changes in operating assets and liabilities:
Prepaid expenses		(25,833)		(299,716)
Accrued expenses		(115,803)		11,073
Deferred printer fee		211,500		—
Deferred legal fee		1,940,885		—
Net cash used in operating activities		(294,675)		(390,698)

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 Placements Units		—		6,750,000
Proceeds from promissory note – related party		—		44,708
Repayment of convertible 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		(294,675)		812,432
Cash – Beginning		525,204		1,000
Cash – Ending	$	230,529	$	813,432

Non-cash investing and financing activities:
Offering costs included in accrued offering costs	$	—	$	32,966
Subsequent measurement of Class A ordinary shares to redemption amount	$	7,540	$	25,155,460
Deferred underwriting fee payable	$	—	$	9,082,500
Initial classification of warrant liabilities	$	—	$	11,422,875

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

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ITHAX ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

mARCH 31, 2022

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

ITHAX Acquisition Corp.is a blank check company incorporated as a Cayman Islands exempted company on October 2, 2020, and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

ITHAX Acquisition Corp. has two wholly owned subsidiaries which were formed on December 9, 2021, ITHAX Merger Sub I, LLC (“Merger Sub I”), a Delaware limited liability company, and ITHAX Merger Sub II, LLC (“Merger Sub II”), a Delaware limited liability company. ITHAX Acquisition Corp. and its subsidiaries are collectively referred to as “the Company”.

The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2022, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and proceeding to complete the Business Combination, which is described in Note 6. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below) and recognizes changes in the fair value of warrant liabilities as other income (loss).

The registration statement for the Company’s Initial Public Offering became effective on January 27, 2021. On February 1, 2021, the Company consummated the Initial Public Offering of 24,150,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,150,000 Units, at $10.00 per Unit, generating gross proceeds of $241,500,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 675,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to ITHAX Acquisition Sponsor LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”), generating gross proceeds of $6,750,000, which is described in Note 4.

SEC Form 10-Q filed by ITHAX Acquisition Corp.