Insider filing report for Changes in Beneficial Ownership
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Mondee Holdings,
Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per
share
(Title of Class of Securities)
465712107
(CUSIP Number)
ITHAX Acquisition Sponsor LLC
555 Madison Avenue
Suite 11A
New York, NY 10022
(212) 792-0253
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 18, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 465712107 | |||
| 1 |
NAME OF REPORTING PERSONS
ITHAX Acquisition Sponsor LLC | ||
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | ||
| 6 |
Citizenship or Place of Organization
Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 | |
| 9 |
SHARED VOTING POWER
5,894,700(1) | ||
| 0 |
SOLE DISPOSITIVE POWER
0 | ||
| 10 |
SHARED DISPOSITIVE POWER
5,894,700(1) | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,894,700(1) | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%(1)(2) | ||
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
OO | ||
| CUSIP No. 465712107 | ||
| 1 |
NAME OF REPORTING PERSONS
Orestes Fintiklis | |
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 |
Source of Funds (See Instructions): OO | |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): ¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cyprus | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
260,000(1) |
| 8 |
SHARED VOTING POWER
5,894,700(1) | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
5,894,700(1) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,154,700(1) | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%(1)(2) | |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | |
| CUSIP No. 465712107 | ||
| 1 |
NAME OF REPORTING PERSONS
Dimitrios Athanasopoulos | |
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 |
Source of Funds (See Instructions): OO | |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): ¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
5,894,700(1) | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
5,894,700(1) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,894,700(1) | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%(1)(2) | |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | |
EXPLANATORY NOTE
This Amendment No. 2 (this “Amendment No. 2”) is being filed by and on behalf of ITHAX Acquisition Sponsor LLC (“Sponsor”), Orestes Fintiklis, and Dimitrios Athanasopoulos (each, a “Reporting Person”, and collectively the “Reporting Persons”) to fix clerical errors in that certain Schedule 13D filed with the U.S. Securities and Exchange Commission on July 1, 2022, (the “Schedule 13D/A”), relating to the ordinary shares, par value $0.001 per share (the “Ordinary Shares”), of ITHAX Acquisition Corp., a Cayman Islands exempted company (“ITHAX”), held of record by the Sponsor. Following the Business Combination (as defined below), ITHAX domesticated to a Delaware corporation and changed its name to Mondee Holdings, Inc. (the “Issuer”).
This Amendment. No. 2 amends and restates the Schedule 13D/A in its entirety.
| (1) | See Item 4. Terms of these shares are more fully described under the heading “Description of Securities” in the Issuer’s Registration Statement on Form S-1 (File No. 333-266277). Mr. Fintiklis is the sole director of Ithaca (as defined below) and Mr. Athanasopoulos is a shareholder of GMDA (as defined below). Ithaca and GMDA are the two managing members of ITHAX Acquisition Sponsor LLC. By virtue of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by ITHAX Acquisition Sponsor LLC. Includes 232,500 private placement warrants held by ITHAX Acquisition Sponsor LLC, which will be exercisable for shares of Class A Common Stock commencing 30 days after July 18, 2022, pursuant to the Amended and Restated Warrant Agreement of the Issuer. |
| (2) | Based on 80,547,218 shares of common stock issued and outstanding as of July 18, 2022 as reported in the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 22, 2022. |
| Item 1. | Security and Issuer. |
This statement on Schedule 13D (the “Schedule 13D”) relates to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) of the Issuer, whose principal executive offices are located at 10800 Pecan Park Blvd., Suite 315, Austin, Texas 78750.
| Item 2. | Identity and Background |
The Schedule 13D is being filed by the Reporting Persons.
Sponsor is organized under the laws of the State of Delaware. Mr. Fintiklis is a citizen of Cyprus and a permanent resident of the United States, Mr. Athanasopoulos is a citizen of the United States. The address for the principal business office of each Reporting Person is 555 Madison Avenue, Suite 11A, New York, NY 10022.
The principal occupation of Mr. Fintiklis is serving as sole director of Ithaca Capital Opportunities 6 LLC, a Delaware limited liability company (“Ithaca”), which is one of the two managing members of Sponsor. The principal occupation of Mr. Athanasopoulos is serving as sole director of GMDA Capital Opportunities Ltd, an entity organized under the laws of Cyprus (“GMDA”), which is one of the two managing members of Sponsor. The principal business of Sponsor is investing in securities, including the securities of the Issuer.
During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 4 below summarizes certain provisions of the Business Combination Agreement (as defined below) that pertain to the securities acquired by the Reporting Person. In connection with the closing of the Business Combination (as defined below), the Reporting Person’s existing securities in ITHAX were converted into securities of the Issuer.
| Item 4. | Purpose of Transaction |
Domestication and Business Combination
On July 18, 2022, pursuant to the Business Combination Agreement (the “Business Combination Agreement”), dated as of December 20, 2021, by and among ITHAX, Ithax Merger Sub I, LLC, a Delaware limited liability company, (“First Merger Sub”), Ithax Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”), and Mondee Holdings II, Inc. (“Mondee”), ITHAX de-registered as an exempted company in the Cayman Islands, domesticated as a corporation in the State of Delaware and changed its name to “Mondee Holdings, Inc.” (the “Domestication”).
In connection with the Domestication, (i) each issued and outstanding Class A ordinary share, par value $0.001 per share (the “Class A ordinary shares”), and each issued and outstanding Class B ordinary share, par value $0.001 per share (the “Class B ordinary shares”), of ITHAX was converted into one share of Class A Common Stock of the Issuer; (ii) each issued and outstanding whole warrant to purchase Class A ordinary shares of ITHAX automatically represented the right to purchase one share of Class A Common Stock at an exercise price of $11.50 per share on the same terms and conditions set forth during issuance; (iii) the governing documents of ITHAX were amended and restated and became the certificate of incorporation and the bylaws of the Issuer; and (iv) ITHAX’s name changed to “Mondee Holdings, Inc.” As a result of the Domestication, the Reporting Persons acquired 5,894,700 shares of Class A Common Stock (the “Sponsor Shares”) and warrants to purchase 232,500 shares of Class A Common Stock from the Issuer.
On July 18, 2022 (the “Closing Date&#x 201D;), pursuant to the Business Combination Agreement, First Merger Sub merged with and into Mondee, with Mondee surviving such merger as a wholly owned subsidiary of the Issuer (the “First Merger”). Immediately following the First Merger and as part of the same overall transaction as the First Merger, Mondee with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of the Issuer (the “Second Merger” and together with the First Merger, the “Business Combination”).
Registration Rights Agreement
Concurrently with the consummation of the Business Combination, on the Closing Date, the Issuer, the Sponsor, and other parties thereto entered into the Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Issuer agreed to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended, certain shares of Class A Common Stock and other equity securities of the Issuer that are held by the parties thereto from time to time, subject to the restrictions on transfer therein.
Sponsor Support Agreement
In connection with the execution of the Business Combination Agreement, the Sponsor entered into a sponsor support agreement (the “Sponsor Support Agreement”) with ITHAX. Pursuant to the Sponsor Support Agreement, the Sponsor agreed that if the Company waives in writing the minimum cash condition set forth in Section 7.03(e) of the Business Combination agreement, the Sponsor shall forfeit and surrender to ITHAX, for no consideration, of 603,750 of its Class B ordinary shares.
The foregoing descriptions of the Registration Rights Agreement and the Sponsor Support Agreement do not purport to be complete and are qualified in their entirety by the full text of such agreements, each of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
PIPE Subscription Agreement
In connection with the execution of the Business Combination Agreement, the Sponsor entered into a subscription agreement with ITHAX (the “Subscription Agreement”), pursuant to which the Sponsor subscribed for 260,000 shares of Class A Common Stock (the “PIPE Shares”) which were subsequently issued on the Closing Date to the Sponsor or its affiliates or designees.
Assignment Agreement
Pursuant to that certain Securities Assignment Agreement, dated October 28, 2020, by and between the Sponsor and George Syllantavos (the “Assignment Agreement”), the Sponsor agreed to assign to Mr. Syllantavos shares of Class A Common Stock in an amount to be calculated pursuant to the formula set forth in the Assignment Agreement. Following the Closing Date, the Sponsor assigned 206,550 shares of Class A Common Stock to Mr. Syllantavos.
General
The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intends to review its investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Subject to the terms of the Sponsor Support Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the board of directors, and security holders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Class A Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or distribution policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the board of directors. There can be no assurance, however, that the Reporting Persons will propose such a transaction, that any proposed transaction would receive the requisite approvals from the respective governing bodies and stockholders, as applicable, or that any such transaction would be successfully implemented.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change its purpose or formulate different plans or proposals with respect thereto at any time.
| Item 5. | Interest in Securities of the Issuer |
(a) - (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of or shared power to dispose or to direct the disposition of, as of the date hereof, based on 80,547,218 shares of Class A Common Stock outstanding as of July 18, 2022, which includes 232,500 shares of Class A Common Stock issuable upon exercise of the warrants.
| Reporting Person |
Amount beneficially owned |
Percent of class |
Sole power to vote or to direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition |
Shared power to dispose or to direct the disposition |
||||||||||||||||||
| ITHAX Acquisition Sponsor LLC | 5,894,700 | 7.3 | % | 0 | 5,894,700 | 0 | 5,894,700 | |||||||||||||||||
| Orestes Fintiklis | 6,154,700 | 7.6 | % | 260,000 | 5,894,700 | 260,000 | 5,894,700 | |||||||||||||||||
| Dimitrios Athanasopoulos | 5,894,700 | 7.3 | % | 0 | 5,894,700 | 0 | 5,894,700 | |||||||||||||||||
The securities reported above: (i) 232,500 shares of Class A Common Stock issuable upon exercise of the warrants held by the Sponsor, (ii) 5,662,200 shares of Class A Common Stock held by the Sponsor and (iii) solely with respect to Mr. Fintiklis, 260,000 shares of Class A Common Stock that the Sponsor or its affiliates or designees purchased pursuant to the Subscription Agreement.
Sponsor is the record holder of the Sponsor Shares. ITHAX Acquisition Sponsor CY, Ltd. is the record holder of the PIPE Shares. Mr. Fintiklis is the sole director of Ithaca and Mr. Athanasopoulos is a shareholder of GMDA. Ithaca and GMDA are the two managing members of Sponsor. By virtue of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by Sponsor. Mr. Fintiklis is the controlling shareholder of ITHAX Acquisition Sponsor CY, Ltd. By virtue of this relationship, Mr. Orestes may be deemed to have beneficial ownership of the securities held of record by ITHAX Acquisition Sponsor CY, Ltd.
(c) The Reporting Persons have not effected any transactions of the Issuer’s Class A Common Stock during the 60 days preceding the date of this report, except as described in Item 4 of this Schedule 13D, which information is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 4 above summarizes certain provisions of the Registration Rights Agreement, Sponsor Support Agreement, and Subscription Agreement and is incorporated herein by reference. A copy of these agreements are attached as exhibits to this Schedule 13D, and are incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
| Item 7. | Materials to be Filed as Exhibits |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 28, 2022
| ITHAX ACQUISITION SPONSOR LLC | ||
| By: | /s/ Orestes Fintiklis | |
| Name: | Orestes Fintiklis | |
| Title: | Director of Ithaca Capital Partners 6 LLC, a managing member of ITHAX Acquisition Sponsor LLC | |
| ORESTES FINTIKLIS | ||
| /s/ Orestes Fintiklis | ||
| DIMITRIOS ATHANASOPOULOS | ||
| /s/ Dimitrios Athansopoulos | ||