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Filing Details

Accession Number:: 0001104659-22-081338
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-07-20 21:56:07
Reporting Period:: 2022-07-18

Accepted Time:: 2022-07-20 21:56:07
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1828852	Mondee Holdings Inc.	MOND	Transportation Services (4700)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1828874	Orestes Fintiklis	10800 Pecan Park Blvd, Suite 315 Austin TX 78750		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.0001 Per Share	Acquisiton	2022-07-18	260,000	$10.00	725,000	No	4	P	Indirect	By Ithax Cyprus
Class A Common Stock, Par Value $0.0001 Per Share	Acquisiton	2022-07-18	6,007,500	$0.00	6,732,500	No	4	C	Direct
Class A Common Stock, Par Value $0.0001 Per Share	Disposition	2022-07-18	603,750	$0.00	6,128,750	No	4	J	Direct
Class A Common Stock, Par Value $0.0001 Per Share	Disposition	2022-07-18	206,550	$0.00	5,922,200	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Ithax Cyprus
No	4	C	Direct
No	4	J	Direct
No	4	J	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock, Par Value $0.0001 Per Share	Class B Ordinary Shares, par value $0.001	Disposition	2022-07-18	6,007,500	$0.00	6,007,500	$0.00
Class A Common Stock, Par Value $0.0001 Per Share	Warrants	Acquisiton	2022-07-18	232,500	$0.00	232,500	$11.50
Class A Common Stock, Par Value $0.0001 Per Share	Restricted Stock Units	Acquisiton	2022-07-18	5,000	$0.00	5,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
232,500	2022-08-17	2027-07-18	No	4	J	Indirect
5,000			No	4	A	Direct

Footnotes

Pursuant to that certain subscription agreement, dated December 20, 2021 (the "Subscription Agreement") by and between ITHAX Acquisition Sponsor LLC, a Delaware corporation (the "Sponsor") and Mondee Holdings, Inc., a Delaware corporation, formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company (the "Issuer"), the Issuer agreed to sell, and the Sponsor agreed to purchase, 260,000 shares of Class A Common Stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock") at $10.00 per share, in connection with the Issuer's initial business combination (the "Business Combination") pursuant to that certain business combination agreement, as amended, dated December 20, 2021, by and among the Issuer, Mondee Holdings II, LLC, and other parties thereto (the "Business Combination Agreement"). As part of the Business Combination, the Issuer changed its name from ITHAX Acquisition Corp. to Mondee Holdings, Inc.
On June 6, 2022, pursuant to that certain assignment and assumption of subscription agreement (the "Assignment"), the Sponsor assigned all of its right, title, and interest in and to the Subscription Agreement to ITHAX Acquisition Sponsor Cy Ltd., a company organized under the laws of Cyprus ("Ithax Cyprus"), and Ithax Cyprus accepted the assignment and assumed all of the Sponsor's right title, and interest in the Subscription Agreement. The Reporting Person is the majority shareholder of Ithax Cyprus, and as such the Reporting Person has voting and investment discretion with respect to the 260,000 shares of Class A Common Stock owned by Ithax Cyprus. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
In connection with the completion of Business Combination pursuant to that certain Business Combination Agreement, the Class B ordinary shares, par value $0.001 per share, of the Issuer (the "Class B Ordinary Shares") automatically converted into shares of Class A Common Stock on a one-for-one basis for no additional consideration. The Reporting Person is the sole director of Ithaca Capital Partners 6 LLC, a Delaware limited liability company ("Ithaca"), a managing member of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the shares of Class A Common Stock held directly by the Sponsor. The Reporting Person disclaims any beneficial ownership of the reported shares of Class A Common Stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
In connection with the execution of the Business Combination Agreement, the Sponsor entered into that certain Sponsor Support Agreement, dated as of December 20, 2021, by and among the Issuer, Mondee Holdings II, Inc. ("Mondee"), and the Sponsor (the "Sponsor Support Agreement"). Pursuant to the Sponsor Support Agreement, the Sponsor agreed to forfeit 603,750 shares of Class A Common Stock if Mondee waived in writing the condition set forth in Section 7.03(e) of the Business Combination Agreement (the "Available Cash Condition"). On July 18, 2022, Mondee notified the Sponsor in writing that it waived the Available Cash Condition. Thus, the Sponsor forfeited 603,750 shares of Class A Common Stock pursuant to the Sponsor Support Agreement.
Pursuant to that certain Securities Assignment Agreement, dated October 28, 2020 (the "Assignment Agreement") by and between the Sponsor and George Syllantavos, an individual ("Syllantavos"), the Sponsor agreed to transfer to Syllantavos four percent of the Class B Ordinary Shares held by the Sponsor, with such percentage including the 10,000 Class B Ordinary Shares transferred by the Sponsor to Syllantavos on October 28, 2020, promptly following the consummation of the Business Combination. In connection with the Business Combination, all of the outstanding Class B Ordinary Shares automatically converted into shares of Class A Common Stock, on a one-for-one basis with no additional consideration. Thus, on July 18, 2022, the Sponsor transferred 206,550 shares of Class A Common Stock to Syllantavos pursuant to the Assignment Agreement.
The Sponsor is the record holder of 232,500 warrants of the Issuer (the "Warrants") representing the right to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Warrants become exercisable on August 17, 2022. The Reporting Person is the sole director of Ithaca, a managing member of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the Warrants held of record by the Sponsor and may be deemed to have shared beneficial ownership of the shares of Warrants held directly by the Sponsor. The Reporting Person disclaims any beneficial ownership of the reported Warrants other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Restricted stock units granted on July 18, 2022 under the Mondee Holdings, Inc. 2022 Equity Incentive Plan and applicable restricted stock unit award agreement (the "RSU Award Agreement"). Each restricted stock unit is the economic equivalent of one share of Class A Common Stock. Restricted stock units accrue dividend equivalents in the form of additional restricted stock units and are payable in shares of Class A Common Stock upon vesting. Under the RSU Award Agreement, 1/3 of the restricted stock units will vest if the Issuer's Class A Common Stock price reaches or exceeds a volume-weighted average price of $12.50, $15.00 and $18.00 for any 20 days within any 30 day trading period.