Sec Form 4 Filing - ITHAX Acquisition Sponsor, LLC @ Mondee Holdings, Inc. - 2022-09-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ITHAX Acquisition Sponsor, LLC 2. Issuer Name and Ticker or Trading Symbol Mondee Holdings, Inc. [ MOND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10800 PECAN PARK BLVD, SUITE 315 3. Date of Earliest Transaction (MM/DD/YY) 09/13/2022 (Street) AUSTIN, TX78750 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, par value $0.0001 per share 09/13/2022 J( 1 )( 2 ) 5,197,200 D 0( 1 )( 2 ) D( 1 )( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 11.5 09/13/2022 J( 1 )( 2 ) 232,500 08/17/2022 07/18/2027 Class A Common Stock, par value $0.0001 per share 232,500 ( 1 )( 2 ) 0 D( 1 )( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ITHAX Acquisition Sponsor, LLC 10800 PECAN PARK BLVD, SUITE 315 AUSTIN, TX78750 X Signatures /s/ Orestes Fintiklis Orestes Fintiklis, Director of Ithaca Capital Partners 6, managing member of ITHAX Acquisition Sponsor LLC 09/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the dissolution of the Reporting Person, as effected by the filing of a certificate of cancellation with the Secretary of State of the State of Delaware on September 13, 2022 (the "Certificate of Cancellation"), the Reporting Person has disposed of its holdings of shares of Class A common stock, par value $0.0001 (the "Common Stock"), and warrants representing the right to purchase shares of Common Stock at an exercise price of $11.50 per share (the "Warrants", and together with the Common Stock, the "Securities") of Mondee Holdings, Inc., a Delaware corporation, by distributing the Securities to the respective ultimate beneficial owners of each of the Reporting Person's managing members for no consideration. The Warrants became exercisable on August 17, 2022. ( 2 )As of September 13, 2022, the Reporting Person was dissolved and wound up pursuant to the Certificate of Cancellation and is therefore no longer subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person did not have any transactions in the Issuer's securities during the time that it was a Section 16 reporting person other than those previously disclosed in the Initial Statement of Beneficial Ownership of Securities on Form 3, filed on January 27, 2021, the Statement of Changes in Beneficial Ownership on Form 4, filed on February 2, 2021, and the Statement of Changes in Beneficial Ownership on Form 4, filed on July 20, 2022.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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