| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MOND | Class A Common Stock, par value $0.0001 per share | Conversion of derivative security | +6.01M | +1291.94% | 6.47M | Jul 18, 2022 | Direct | F1 | ||
| transaction | MOND | Class A Common Stock, par value $0.0001 per share | Other | $0 | -604K | -10.05% | $0.00 | 5.4M | Jul 18, 2022 | Direct | F2 |
| transaction | MOND | Class A Common Stock, par value $0.0001 per share | Other | -207K | -3.82% | 5.2M | Jul 18, 2022 | Direct | F3, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MOND | Class B Ordinary Shares, par value $0.001 per share | Conversion of derivative security | -6.01M | -100% | 0 | Jul 18, 2022 | Class A Common Stock, par value $0.0001 per share | 6.01M | Direct | F1 | |||
| transaction | MOND | Warrants | Other | +233K | 233K | Jul 18, 2022 | Class A Common Stock, par value $0.0001 per share | 233K | $11.50 | Direct | F4 |
| Id | Content |
|---|---|
| F1 | In connection with the completion of the initial business combination (the "Business Combination") of Mondee Holdings, Inc., a Delaware corporation, formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company (the "Issuer"), pursuant to that certain business combination agreement, as amended, dated December 20, 2021 (the "Business Combination Agreement"), by and among ITHAX Acquisition Corp., Mondee Holdings II, LLC, and other parties thereto, 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, par value $0.0001 (the "Class A Common Stock") on a one-for-one basis for no additional consideration. As part of the Business Combination, the Issuer changed its name to Mondee Holdings, Inc. |
| F2 | In connection with the execution of the Business Combination Agreement, the Reporting Person 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 Reporting Person (the "Sponsor Support Agreement"). Pursuant to the Sponsor Support Agreement, the Reporting Person 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 Reporting Person in writing that it waived the Available Cash Condition. Thus, the Reporting Person forfeited 603,750 shares of Class A Common Stock pursuant to the Sponsor Support Agreement. |
| F3 | Pursuant to that certain Securities Assignment Agreement, dated October 28, 2020 (the "Assignment Agreement"), by and between the Reporting Person and George Syllantavos, an individual ("Syllantavos"), the Reporting Person agreed to transfer to Syllantavos four percent of the Class B Ordinary Shares held by the Reporting Person, with such percentage including the 10,000 Class B Ordinary Shares transferred by the Reporting Person 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 Reporting Person transferred 206,550 shares of Class A Common Stock to Syllantavos pursuant to the Assignment Agreement. |
| F4 | As disclosed in the Reporting Person's Form 4 filed on February 3, 2021, the Reporting Person acquired 232,500 warrants to purchase one Class A ordinary share, par value $0.001 per share, (the "Class A Ordinary Shares") at an exercise price of $11.50 per share, pursuant to a private placement of units ("Units") that closed simultaneously with the initial public offering of the Issuer. Each Unit was comprised of one-half of one warrant to purchase one Class A Ordinary Share, and one Class A Ordinary Share of the Issuer. In connection with the closing of the Business Combination, each warrant automatically adjusted to represent the right to purchase one share of Class A Common Stock. The warrants become exercisable on August 17, 2022. |
| F5 | In connection with the Business Combination and as of July 18, 2022, the Reporting Person no longer holds 10% or more of the outstanding securities of the Issuer. Thus, the Reporting Person is therefore no longer subject to the reporting obligations under Section 16 of the Securities Exchange Act of 1934, as amended. |