~~ITHAX ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

March 31, ~~2021~~2022, no interest has been withdrawn from the Trust Account.

~~(Unaudited)~~

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, ~~close of the Initial Public Offering,~~ and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed consolidated financial ~~statement.~~statements. The condensed consolidated financial ~~statement does~~statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Liquidity and Capital Resources~~Going Concern Assessment

As of March 31, ~~2021,~~2022, the Company had cash of ~~$813,432~~$230,529 not held in the Trust Account and available for working capital purposes. As of March 31, 2022, the Company had working capital of $184,367. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating ~~our business.~~its business for one year from this filing. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to ~~our~~a Business Combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the ~~public shares~~Public Shares upon consummation of ~~our~~a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of ~~our~~a Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business ~~combination,~~Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet ~~our~~its obligations.

~~NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT~~

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (as defined in Note 5, and collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of shares, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement.7

Table of Contents

ITHAX ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~March~~mARCH 31, ~~2021~~2022

(Unaudited)

In ~~further consideration of the SEC Statement,~~connection with the Company’s ~~management further evaluated the Warrants under~~assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification ~~(“ASC”)~~ Subtopic ~~815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment~~205-40, “Presentation of Financial Statements – Going Concern,” the date for mandatory liquidation and ~~classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified~~dissolution raises substantial doubt about the Company’s ability to continue as a ~~component~~going concern through February 1, 2023, (the scheduled liquidation date of ~~equity only~~the Company if ~~among other things,~~it does not complete a Business Combination prior to such date). Management’s plan to alleviate the ~~warrant~~substantial doubt is ~~indexed~~to complete a business combination prior to February 1, 2023. The Company entered into a definitive Business Combination Agreement on December 20, 2021 (as defined below in Note 6) and is in the process of completing this Business Combination. Management has assessed the likelihood of whether it will be able to carry out its plan to complete this business combination prior to February 1, 2023. Management believes, as it is contractual, the business combination will occur prior to the ~~issuer’s ordinary shares. Under ASC Section 815-40-15, a warrant~~termination date set forth in the Business Combination Agreement of July 3, 2022, which is ~~not indexed to~~before the ~~issuer’s ordinary shares if the terms~~date of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Units are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition,mandatory liquidation date. As such, based on ~~management’s evaluation,~~these factors and other considerations, Management believes that its plan alleviates the ~~Company’s audit committee, in consultation with management, concluded that~~substantial doubt raised by the ~~tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.~~

As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of February 1, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating resultsdate for ~~the current period.~~

The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash.

As






Previously

As


Reported

Adjustments

Revised

Balance sheet as of February 1, 2021 (audited)






Warrant Liabilities

$
—

$
11,422,875

$
11,422,875
Total Liabilities

9,130,466

11,422,875

20,553,341
Class A Ordinary Shares Subject to Possible Redemption

228,588,660

(11,422,875)

217,165,785
Class A Ordinary Shares

1,966

1,142

3,108
Additional Paid-in Capital

4,996,891

674,209

5,671,100
Accumulated Deficit

(4,891)

(675,351)

(680,242)

mandatory liquidation described above.

NOTE 3.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

~~Table of Contents~~

~~ITHAX ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~March 31, 2021~~

~~(Unaudited)~~

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s ~~prospectus for its Initial Public Offering~~Annual Report on Form 10-K as filed with the SEC on ~~January 27,~~March 10, 2022. The accompanying condensed consolidated balance sheet as of December 31, 2021 ~~as well as~~has been derived from our audited consolidated financial statements included in the ~~Company’s Current Report on~~aforementioned Form ~~8-K, as filed with the SEC on February 5, 2021.~~10-K. The interim results for the three months ended March 31, ~~2021~~2022 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2021~~2022 or for any future periods.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another

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ITHAX ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

mARCH 31, 2022

(Unaudited)

public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of ~~revenues and~~ expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. ~~Accordingly,~~One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities when the warrants are not publicly traded. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, ~~2021~~2022 and December 31, ~~2020.~~2021.

~~Table of Contents~~

~~ITHAX ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~March 31, 2021~~

~~(Unaudited)~~

Cash and ~~marketable~~Marketable Securities Held in Trust Account

At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in mutual funds which are invested primarily in USU.S. Treasury Securities. ~~At December 31, 2020, there were 0 assets~~The Company’s investments held in the Trust ~~Account.~~Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. Unrealized gains and losses on marketable securities held in Trust Account are included in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from ~~Equity.”~~Equity” (“ASC 480”), Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ ~~equity~~deficit section of the Company’s condensed consolidated balance sheets.

~~Offering Costs~~

~~Offering costs consist~~The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of ~~legal, accounting, underwriting fees and other costs incurred through~~redeemable ordinary shares to equal the ~~balance sheet date that are directly related to~~redemption value at the ~~Initial Public Offering. Offering costs amounting to $14,681,445 were charged to shareholders’ equity~~end of each reporting period. Immediately upon the ~~completion~~closing of the Initial Public Offering, ~~and $675,351~~the Company recognized the subsequent measurement of the ~~offering costs were related~~initial book value to redemption amount. Subsequent measurement to the ~~warrant liabilities~~carrying value of redeemable Class A ordinary shares is due to interest income and ~~charged~~unrealized gains or losses on the marketable securities held in the Trust Account. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Table of Contents

ITHAX ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

mARCH 31, 2022

(Unaudited)

At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the ~~statement of operations.~~ condensed consolidated balance sheets are reconciled in the following table:


Gross proceeds	$	241,500,000
Less:
Proceeds allocated to Public Warrants		(11,109,000)
Class A ordinary shares issuance costs		(14,006,535)
Plus:
Subsequent measurement of carrying value to redemption value		25,216,158
Class A ordinary shares subject to possible redemption - December 31, 2021		241,600,623
Plus:
Subsequent measurement of carrying value to redemption value		7,540

Class A ordinary shares subject to possible redemption – March 31, 2022	$	241,608,163

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. ~~Offering costs consist principally of professional and registration fees that are related to the IPO.~~ Accordingly, ~~on January 28, 2021,~~ offering costs totaling ~~$14,681,445~~$14,681,886 (consisting of $5,250,000 in underwriters’ discount, $9,082,500 in deferred underwriters’ discount, and ~~$348,945~~$349,386 of other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering ~~based on~~using a ~~relative fair value basis~~with-or-without method compared to total proceeds received. Offering costs associated with warrant liabilities of $675,351 have been expensed and presented as non-operating expenses in the ~~statement~~condensed consolidated statements of operations and offering costs of $14,006,535 associated with the Class A ordinary shares ~~have been~~and Private Placement Units were initially charged to ~~shareholders’ equity.~~temporary equity and then subsequently measured to ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.

Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)~~ASC 480 ~~Distinguishing Liabilities from Equity (“ASC 480”)~~ and ASC 815, ~~Derivatives~~“Derivatives and ~~Hedging~~Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

~~Table~~ There are no changes in this assessment as of ~~Contents~~

~~ITHAX ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

March 31, ~~2021~~2022.

~~(Unaudited)~~

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and are remeasured at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed consolidated statements of operations. The fair value of the Private Placement Warrants are estimated using a Black-Scholes option pricing model, and the fair value of the Public Warrants are estimated using a Monte Carlo Model (see Note 10).

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed consolidated financial statements and prescribes a recognition threshold and measurement process for condensed consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must

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ITHAX ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

mARCH 31, 2022

(Unaudited)

be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties as of March 31, ~~2021~~2022 and December 31, ~~2020.~~2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

~~The Company~~ITHAX Acquisition Corp. is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. The Company’s United States subsidiaries had no activity for the three months ended March 31, 2022 and 2021 and the Company has deemed any income tax obligations to be immaterial.

Net ~~income~~Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 12,415,500 shares in the calculation of diluted loss per share, since the exercise price of the warrants was above the average market price for the period.

The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted, for Class A ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account(loss) by the weighted average number of ~~Class A ordinary shares subject to possible redemption outstanding since original issuance.~~

Net income per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period.

~~Non-redeemable~~ Subsequent measurement of the redeemable shares of Class A ordinary shares ~~includes Founder Shares~~is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, and ~~non-redeemable~~(ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase 12,412,500 Class A ordinary shares ~~as these shares do~~in the aggregate. As of March 31, 2022 and 2021, the Company did not have any ~~redemption features. Non-redeemable~~dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares ~~participate~~and then share in the ~~income or loss on marketable securities based on non-redeemable shares’ proportionate interest.~~

~~Table~~earnings of ~~Contents~~

~~ITHAX ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

the Company, except for the 787,500 founder shares as of March 31, 2021 which are no longer forfeitable as of that date, and thus included for dilutive purposes.

~~(Unaudited)~~

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except ~~per~~ share amounts):

Three Months

Ended

March 31,

2021
Redeemable Class A Ordinary Shares

Numerator: Earnings allocable to Redeemable Class A Ordinary Shares

Interest earned on marketable securities held in Trust Account and unrealized gains

$
36,028
Net income allocable to shares subject to possible redemption

$
36,028
Denominator: Weighted Average Redeemable Class A Ordinary Shares

Basic and diluted weighted average shares outstanding

21,716,916
Basic and diluted net income per share

$
0.00
Non-Redeemable Class A and Class B Ordinary Shares

Numerator: Net Loss minus Net Earnings

Net income

$
131,394
Net income allocable to Redeemable Class A Ordinary Shares

(36,028)
Non-Redeemable Net Loss

$
95,358
Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Shares

Basic and diluted weighted average shares outstanding

7,760,487
Basic and diluted net income per share

$
0.01


					Three Months Ended
	Three Months Ended				March 31, 2021
	March 31, 2022				(As Restated)
	Redeemable		Non-Redeemable		Redeemable		Non-Redeemable
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income	$	338,719	$	94,147	$	93,994	$	37,400
Denominator:
Basic and diluted weighted average shares outstanding		24,150,000		6,712,500		15,563,333		6,192,500
Basic and diluted net income per ordinary share	$	0.01	$	0.01	$	0.01	$	0.01

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash ~~accounts~~account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term ~~nature.~~nature, except for warrant liabilities (see Note 9).

Table of Contents

~~Recent~~ITHAX ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

mARCH 31, 2022

(Unaudited)

Recently Issued Accounting Standards

In August 2020, the FASB issued Accounting Standards Update No.2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company early adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

NOTE 4.3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 24,150,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,150,000 Units, at a price of $10.00 per Unit. Each Unit consists of 1 Class A ordinary share and ~~one-half~~one-half of one contingently redeemable warrant ~~(“Public~~(each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase 1 Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).

~~Table of Contents~~

~~ITHAX ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~March 31, 2021~~

~~(Unaudited)~~

NOTE 5.4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, including the exercise by the underwriters of their over-allotment option, the Sponsor and Cantor purchased an aggregate of 675,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $6,750,000, in a private placement. The Sponsor purchased 465,000 Private Placement Units and Cantor purchased 210,000 Private Placement Units. Each Private Placement Unit consists of one Class A ordinary share ~~("Private~~(each, a “Private Placement ~~Share"~~Share” or, collectively, ~~"Private~~“Private Placement ~~Shares"~~Shares”) and one-half of one contingently redeemable warrant (each, a ~~"Private~~“Private Placement ~~Warrant"~~Warrant ”, together with the Public Warrants the “Warrants”). Each whole Private Placement Warrant is exercisable to purchase 1 non-redeemable Class A ordinary share at a price of $11.50 per share. The Private Placement Shares are classified in permanent equity as they are non-redeemable. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will expire worthless.

NOTE 6.5. RELATED PARTY TRANSACTIONS

Founder Shares

On October 6, 2020, the Sponsor paid an aggregate of $25,000 to cover certain offering costs of the Company in consideration for 5,031,250 shares of the Company’s Class B ordinary shares (the “Founder Shares”). On October 16, 2020, the Sponsor transferred an aggregate of 20,000 ~~of the founder shares~~Founder Shares to two members of the ~~management team.~~board of directors (each received 10,000 Founder Shares). On October 28, 2020, the Sponsor and a third member of the board of directors agreed that the director would pay the Sponsor $41,250 and in exchange the Sponsor would (i) on October 28, 2020, transfer 10,000 Founder Shares to such director and (ii) immediately following the Company's Business Combination, transfer a total of 4% of the outstanding Class A ordinary shares then held by the Sponsor to the director, with such percentage including the 10,000 Founder Shares the director already held. On January 27, 2021, the Company effectuated a stock dividend of 0.2 shares for each share outstanding, resulting in an aggregate of 6,037,500 Founder Shares ~~outstanding.~~outstanding, which was retroactively reflected in the 2020 financial statements. The Founder Shares included an aggregate of up to 787,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Founder Shares ~~will~~ equal, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor ~~does~~did not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 787,500 Founder Shares are no longer subject to forfeiture.

Table of Contents

ITHAX ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

mARCH 31, 2022

(Unaudited)

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

The sale or transfers of the Founders Shares to members of the Company’s the board of directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of March 31, 2022, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized.

Administrative Services Agreement

The Company entered into an agreement, commencing January 27, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, secretarial, and administrative support services. For the three months ended March 31, 2022 and 2021, the Company incurred and paid $30,000 and $20,000 in fees for these ~~services.~~services, respectively.

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~~ITHAX ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~March 31, 2021~~

~~(Unaudited)~~

Promissory Note — Related Party

On October 6, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note iswas non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Initial Public Offering. The then outstanding balance under the Promissory Note of $88,264 was repaid at the closing of the Initial Public Offering on February 1, 2021. Borrowings are no longer available under the Promissory Note.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. Such warrants would be identical to the Private Placement Unis. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Through the filing of these condensed consolidated financial statements, the Company has not borrowed any amounts under the Working Capital Loans.

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ITHAX ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

mARCH 31, 2022

(Unaudited)

NOTE 7.6. COMMITMENTS AND CONTINGENCIES

Registration and Shareholder Rights

Pursuant to a registration rights agreement entered into on January 27, 2021 (the “IPO Registration Rights Agreement”), the holders of the Founder Shares (and any Class A ordinary shares issued upon conversion of the Founder Shares), Private Placement Units (and the underlying securities), and units (and the underlying securities) that may be issued on conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to 3 demands, excluding short form demands, that the Company register the offer and sale of such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register the resale of such securities pursuant to Rule 415 under the Securities Act. The ~~registration rights agreement~~IPO Registration Rights Agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 21,000,000 Units sold in the Initial Public Offering, or $7,350,000, and (ii) 6% of the gross proceeds from the Units sold pursuant to the over-allotment option, or up to $1,732,500. The deferred fee of $9,082,500 will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Business Combination Agreement

On December 20, 2021, the Company entered into a Business Combination Agreement with Mondee Holdings II, Inc., Delaware corporation and a travel technology company (“Mondee”). The Business Combination Agreement was entered into by and among ITHAX Acquisition Corp., Merger Sub I, Merger Sub II and Mondee. Pursuant to the Business Combination Agreement, the Company will become a Delaware corporation (the “Domestication”) and the parties will enter into a business combination transaction (together with the Domestication, the “Business Combination”) by which (i) Merger Sub I will merge with and into Mondee, with Mondee being the surviving entity in the merger (the “First Merger”), and (ii) immediately following the First Merger, Mondee will merge with and into Merger Sub II, with Merger Sub II being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions” and the closing of the Transactions, the “Closing”). As a result of the Domestication (i) each outstanding Class A ordinary share of the Company, par value $0.001 per share (the “Class A Shares”) will be automatically converted into one share of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of Ithax Acquisition Corp., a Delaware corporation (“New Mondee”) and each outstanding Class B ordinary share of the Company, par value $0.001 per share (the “Class B Shares”) will be automatically converted into one share of Class B common stock, par value $0.001 per share (the “Class B Common Stock”), of New Mondee, and (ii) pursuant to an amended and restated warrant agreement, each outstanding warrant of the Company will be replaced by a redeemable warrant of New Mondee, with substantially the same terms, exercisable for a share of Class A Common Stock. In connection with the Closing, New Mondee will amend and restate its certificate of incorporation, which will, among other things, convert each outstanding share of Class B Common Stock into one share of Class A Common Stock and change the name of the post-Closing company to “Mondee Holdings, Inc.”. The Company filed its Form S-4 with the SEC on March 21, 2022. The Company filed Amendment No 1 to Form S-4 on April 26, 2022. The Company intends to consummates its Business Combination upon the SEC declaring the S-4 effective.

Registration Rights Agreement

The Business Combination Agreement contemplates that, at the Closing, the Company, the Sponsor, Mondee and the sole stockholder of Mondee (the “Sole Stockholder”) and the other parties thereto will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which Ithax will agree to register for resale certain shares of its Class A Common Stock that are held by the parties thereto from time to time.

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ITHAX ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~March~~mARCH 31, ~~2021~~2022

(Unaudited)

Additionally and pursuant to the Registration Rights Agreement, the holders of any shares of Class A Common Stock (the “Lock-Up Shares”) issued to the Sponsor prior to the Closing or to the Sole Stockholder in connection with the Business Combination Agreement, or to the Members (as defined below) in connection with the Earn-out Agreement (as defined below), may not transfer any Lock-Up Shares during the period beginning on the date of Closing and ending on the date that is the earlier of (A) six months after the Closing, (B) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 calendar days following the Closing and (C) the date on which the Company consummates a sale, merger, liquidation, exchange offer or other similar transaction after the Closing, which results in the stockholders immediately prior to such transaction having beneficial ownership of less than 50% of the outstanding voting securities of the combined company.

Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase in a private placement 5,000,000 shares of Class A Common Stock (the “PIPE Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $50,000,000 million (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Transactions and will be consummated concurrently with the Closing. The PIPE Shares to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act, and will be issued in reliance on the availability of an exemption from such registration. The PIPE Subscription Agreements further provide that the Company will use commercially reasonable efforts to file a registration statement to register the resale of the PIPE Shares within 30 calendar days after the Closing. It is expected that the PIPE Investors will be parties to the Registration Rights Agreement.

On April 21, 2022, the Company entered into a PIPE Subscription Agreement with an additional investor (the “Additional Investor”), whereby the Additional Investor has committed to purchase in a private placement 2,000,000 shares of New Mondee Common Stock at a purchase price of $10.00 per share (the “Additional Shares”) and an aggregate purchase price of $20,000,000 million (the “Additional Investment”) bringing the total amount of commitments from both the PIPE Investment and the Additional Investment to $70.0 million. The Additional Investment will be consummated substantially concurrently with the Closing. The Additional Investor entered into a PIPE Subscription Agreement on substantially the same terms as those of the PIPE Investors, but also agreed not to sell or otherwise transfer any of the Additional Shares during the period beginning on the date of Closing and ending on the date that is the earlier of (A) six months after the Closing, (B) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 calendar days following the Closing and (C) the date on which New Mondee consummates a sale, merger, liquidation, exchange offer or other similar transaction after the Closing, which results in the stockholders immediately prior to such transaction having beneficial ownership of less than 50% of the outstanding voting securities of the combined company. In addition, at the Closing, the Additional Investor will enter into the Registration Rights Agreement, pursuant to which the Additional Investor will be entitled to certain registration rights in respect of the Additional Shares. The Additional Shares to be issued pursuant to the Additional Investment have not been registered under the Securities Act and will be issued in reliance on the availability of an exemption from such registration.

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ITHAX ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

mARCH 31, 2022

(Unaudited)

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor and Mondee. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed, among other things, subject to the terms and conditions of the Sponsor Support Agreement, (i) to vote all of its Class A Shares and Class B Shares and any other equity securities of the Company that Sponsor acquired record or beneficial ownership of after the date of the Sponsor Support Agreement and prior to the Closing, other than the shares of Class A Common Stock acquired by the Sponsor pursuant to the Private Placements (collectively, the “Subject SPAC Equity Securities”) (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Transactions (b) against any action, agreement, or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company, Merger Sub I or Merger Sub II under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated, (ii) not to redeem, elect to redeem or tender or submit any of its Subject SPAC Equity Securities for redemption in connection with the BCA or the Transactions, (iii) not to commit or agree to take any action inconsistent with the foregoing. (iv) to comply with and fully perform all of its obligations, covenants and agreements set forth in the Voting Letter Agreement (as defined therein), (v) not to modify or amend any agreement, contract or arrangement between or among Sponsor and any Affiliate of such Sponsor (other than SPAC or any of its Subsidiaries), on the one hand, and SPAC or any of its subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof.

In addition, the Sponsor has agreed that if Mondee waives in writing the condition set forth in Section 7.03(e) of the Business Combination, requiring the amount of cash held by the Company to be equal to at least $150,000,000, the Sponsor shall, immediately prior to the First Merger and without any further action on its part, forfeit and surrender or cause the forfeiture and surrender to the Company for no consideration, 603,750 of its Class B Shares.

The Sponsor Support Agreement also includes, among other things, a waiver by the Sponsor of its redemption rights and anti-dilution protection as set forth in Article 36.5 of the Company’s amended and restated memorandum and articles of association.

The Sponsor Support Agreement will automatically terminate upon the earlier of (a) the Closing and (b) the termination of the Business Combination Agreement in accordance with its terms.

Stockholder Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Company entered into a support agreement (the “Stockholder Support Agreement”) with the Sole Stockholder pursuant to which the Sole Stockholder has, among other things, agreed to vote (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Mergers and the other Transactions and (b) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated. The Stockholder Support Agreement will terminate upon the earlier of (a) the First Merger becomes effective and (b) the termination of the Business Combination Agreement in accordance with its terms.

Earn-out Agreement

Concurrently with the execution of the Business Combination Agreement, the Company entered into an earn-out agreement (the “Earn-out Agreement”) with certain signatories thereto (the “Members”), pursuant to which the Company has agreed, among other things that in connection with and upon the First Merger, the Company will issue to the Members up to 9,000,000 new shares of Class A Common Stock (the “Earn-out Shares”), with the Earn-out Shares vesting over the four-year period following Closing based on the achievement of certain milestones related to the trading price of the Company’s common stock set forth in the Earn-out Agreement.

The Earn-out Agreement will terminate if the Business Combination Agreement is validly terminated in accordance with its terms prior to the Closing.

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ITHAX ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

mARCH 31, 2022

(Unaudited)

Vendor Agreements

On October 4, 2021, the Company entered into an agreement with a vendor for placement agency services in connection with the PIPE and customary capital market advisement services related to the pending Business Combination. The agreement calls for the vendor to receive a contingent fee equal to 7% of the gross proceeds of securities sold in the PIPE placement and capped at $3,500,000.

On October 4, 2021, the Company entered into an agreement with a vendor for fund-raising services in connection with the PIPE and capital markets advisory services related to the pending Business Combination. The agreement calls for the vendor to receive a contingent fee equal to $500,000, plus 3.5% on the gross proceeds of securities sold in the PIPE placement exceeding $50,000,000 and capped at $1,500,000.

On December 15, 2021, the Company entered into an agreement with a vendor for capital market advisement services related to the Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $1,000,000 upon the consummation of the Business Combination.

On January 24, 2022, the Company entered into an agreement with a vendor for capital markets advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $500,000 upon the consummation of the Business Combination.

On February 1, 2022, the Company entered into an agreement with a vendor for capital markets advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $625,000 upon the consummation of the Business Combination.

As of December 31, 2021 the Company entered into an agreement with a vendor for an insurance policy, which the vendor will only receive insurance run-off premium in the amount of approximately $1,100,000 upon the consummation of the Business Combination. As of March 31, 2022, approximately $33,000 is included in accrued expenses in the accompanying condensed consolidated balance sheet.

As of March 31, 2022, the Company incurred legal fees of approximately $1,941,000 which is included in deferred legal fees in the accompanying condensed consolidated balance sheet. These fees will only become due and payable upon the consummation of an initial Business Combination.

Legal Proceedings

In connection with the pending Business Combination, one purported stockholder has sent a demand letter. No amount of damages is stated in the demand letter. The Company believes that the threatened lawsuit is without merit and, if filed, the Company intends to defend the matters vigorously. The Company is currently unable to reasonably determine the outcome of any potential litigation or estimate any potential losses, and, as such, have not recorded a loss contingency. There is no other material litigation, arbitration or governmental proceedings currently pending against the Company or any members of its management team in their capacity as such.

NOTE 8.7. SHAREHOLDERS’ ~~EQUITY~~DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, there were 0 preference shares issued and outstanding.

Class A Ordinary Shares — The Company is authorized to issue 100,000,000 Class A ordinary shares with a par value of $0.001 per share. Holders of Class A ordinary shares are entitled to 1 vote for each share. At March 31, 2022 and December 31, 2021, there were ~~3,027,747~~675,000 Class A ordinary shares issued and outstanding,, excluding ~~21,797,253~~24,150,000 Class A ordinary shares subject to possible ~~redemption. At December~~redemption, which are presented as temporary equity.

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ITHAX ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

mARCH 31, ~~2020, there were 0 Class A ordinary shares issued or~~ 2022

(Unaudited)

~~outstanding~~.

Class B Ordinary Shares — The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $0.001 per share. Holders of Class B ordinary shares are entitled to 1 vote for each share. As of March 31, ~~2021~~2022 and December 31, ~~2020~~2021, there were 6,037,500 Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, and Private Placement Shares and any private placement-equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company).adjustments.

NOTE 9.8. WARRANTS

~~Warrants~~— As of March 31, 2022 and December 31, 2021, there were 12,075,000 Public Warrants ~~outstanding. As of December 31, 2020 there were 0 Public~~and 337,500 Private Placement Warrants outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable ~~on the later of (a)~~ 30 days after the completion of a Business ~~Combination and (b) 12 months from the closing of the Initial Public Offering.~~Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

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~~ITHAX ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~March 31, 2021~~

~~(Unaudited)~~

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the offer and sale of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the offer and sale of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the offer and sale of the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 ~~days'~~days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

●

if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.

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ITHAX ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

mARCH 31, 2022

(Unaudited)

If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

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~~ITHAX ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~March 31, 2021~~

~~(Unaudited)~~

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

~~At March 31, 2021, there were 337,500 Private Placement Warrants outstanding. As of December 31, 2020 there were 0 Private Placement Warrants outstanding.~~ The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE ~~10.~~9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

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ITHAX ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

mARCH 31, 2022

(Unaudited)

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

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~~ITHAX ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~March 31, 2021~~

~~(Unaudited)~~

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		March 31,			March 31,		December 31,
Description	Level	2021		Level	2022		2021
Assets:
Marketable securities held in Trust Account	1	$	241,539,925	1	$	241,608,163	$	241,600,623

Liabilities:
Warrant Liability – Public Warrants	1	$	10,263,750	1	$	3,864,000	$	6,520,500
Warrant Liability – Private Placement Warrants	3	$	290,250	3	$	108,000	$	182,250

The Warrants ~~were~~are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities ~~on our~~in the accompanying ~~March 31, 2021~~ condensed consolidated balance ~~sheet.~~sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed ~~statement~~consolidated statements of operations.

The Private Placement Warrants were valued using the Black-Scholes option pricing model. The Black Scholes model is a theoretical extension of binomial option pricing theory, in that consideration of discrete probabilities and option payoff outcomes are divided into smaller and smaller intervals. At the limit, the binomial process converges to the Black-Scholes formula, which indicates that a call option value is equal to the security price times a probability, minus the present value of the exercise times a probability. The probabilities are given by the cumulative normal distribution. The Public Warrants were initially valued using a Monte Carlo Model. The Monte Carlo method is an analysis method designed to determine the value of variables such as the expected value of the Warrants as of the ~~Valuation Date.~~valuation date. This value is fundamentally uncertain, and it is determined by what statisticians call estimators. ~~Our~~The model estimates the value of the Public Warrants after 100,000 trials based on the Company’s ordinary share price at the end of the Public Warrants’ expected life. The price estimates are based on a probability distribution of the price of the Company’s ordinary shares under a risk-neutral premise. ~~We perform our Monte Carlo analysis based on these probability distributions~~For periods subsequent to ~~determine~~ the ~~indicated value~~detachment of the Public ~~Warrants. . As of~~Warrants from the Units, which occurred on March ~~31,~~22, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price on the Nasdaq Stock Market LLC as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.

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ITHAX ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~March~~mARCH 31, ~~2021~~2022

(Unaudited)

The inputs used in the Black-Scholes model for Private Placement Units and the Monte Carlo Model for Public Units is as follows:


	February 1, 2021									February 1, 2021
	(Initial Measurement)						March 31, 2021			(Initial Measurement)							December 31, 2021		March 31, 2022

	Public			Private			Private			Public			Private				Private		Private
Input	Warrants			Warrants			Warrants			Warrants			Warrants				Warrants		Warrants
Ordinary Share Price	$	9.55			9.55		$	9.76		$	9.55		$	9.55		$	9.82		$	9.87
Exercise Price	$	11.50			11.50		$	11.50		$	11.50		$	11.50		$	11.5		$	11.50
Expected Life (in years)		5			5			5			5			5			5.26			5.12
Risk Free Interest Rate		0.49	%		0.49	%		1.00	%		0.49	%		0.49	%		1.3	%		2.5	%
Volatility		19.00	%		19.00	%		16.00	%		19.00	%		19.00	%		9.9	%		4.9	%
Dividend Yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Redemption Trigger (20 of 30 trading days)	$	18.00								$	18.00			N/A			N/A			N/A

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement		Public		Warrant Liabilities		Private Placement		Public		Warrant Liabilities
Fair value as of January 1, 2021	$	0	$	0	$	0	$	0	$	0	$	0
Initial measurement on February 1^st, 2021		313,875		11,109,000		11,422,875
Change in valuation inputs or other assumptions		(23,625)		(845,250)		(868,875)
Fair value as of March 31, 2021		290,250		10,263,750		10,554,000
Initial measurement on February 1, 2021								313,875		11,109,000		11,422,875
Change in fair value								(131,625)		(2,898,000)		(3,029,625)
Transfers to Level 1								—		(8,211,000)		(8,211,000)
Fair value as of December 31, 2021							$	182,250	$	—	$	182,250
Change in fair value								(74,250)		—		(74,250)
Fair value as of March 31, 2022							$	108,000	$	—	$	108,000

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the ~~three months~~year ended ~~March~~December 31, ~~2021.~~2021 was approximately $8.2 million.

NOTE ~~11.~~10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than ~~as described~~noted below, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the condensed consolidated financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the ~~“Quarterly Report”~~“Quarterly Report”) to “we,” “us” or the “Company” refer to ITHAX Acquisition Corp., a Cayman Islands exempted company, and its wholly-owned subsidiaries, 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. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to ITHAX Acquisition Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the ~~“Securities Act”~~“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the ~~“Exchange Act”~~“Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s ~~final prospectus~~Annual Report on Form 10-K for ~~its initial public offering of~~ the ~~Company’s securities (the “Initial Public Offering”)~~year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the ~~“SEC”~~“SEC”). on March 10, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in the Cayman Islands on October 2, 2020, and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar ~~business combination~~Business Combination with one or more ~~businesses ("~~businesses. We have two wholly owned subsidiaries, which were formed on December 9, 2021, Merger Sub I and Merger Sub II.

We are not limited to a particular industry or geographic region for purposes of completing a Business ~~Combination")~~Combination. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2022, we had not commenced any operations. All activity from our formation through March 31, 2022 relates to our formation and our Initial Public Offering, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We generate non-operating income in the form of interest income from the marketable securities held in the trust account and recognizes changes in the fair value of warrant liabilities as other income (loss).

We intend to effectuate our initial Business Combination using cash ~~derived~~ from the proceeds of the Initial Public Offering and the sale of the ~~Private Placement Units (as defined~~private placement units, the proceeds of the sale of our securities pursuant to the Subscription Agreements we entered into with PIPE Investors and Additional Investor (defined below), in connection with our initial Business Combination, our shares, debt or a combination of cash, shares and debt.

We expect ~~to continue~~ to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

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Recent Developments

On December 20, 2021 we entered into the business combination agreement (the “Business Combination Agreement”) by and among Merger Sub I, Merger Sub II, and Mondee Holdings II, Inc., Delaware corporation (“Mondee”).. Pursuant to the terms and subject to the conditions of the Business Combination Agreement, ITHAX will become a Delaware corporation (the “Domestication”) and the parties will enter into a business combination transaction (together with the Domestication, the “Business Combination”) by which (i) Merger Sub I will merge with and into Mondee, with Mondee surviving the First Merger, and (ii) immediately following the First Merger, Mondee will merge with and into Merger Sub II, with Merger Sub II surviving the Second Merger. As used in this Quarterly Report, “New Mondee” refers to the Company after given effect to the consummation of the Domestication.

Concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) entered into the subscription agreements (the “PIPE Subscription Agreements”) with the Company, pursuant to which the PIPE Investors committed to purchase in a private placement 5,000,000 shares of New Mondee Class A common stock (the “PIPE Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $50,000,000. The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Business Combination and will be consummated concurrently with the Closing.

On April 21, 2022, we entered into a PIPE Subscription Agreement with an “accredited investor” (the “Additional Investor”), whereby the Additional Investor has committed to purchase in a private placement 2,000,000 shares of New Mondee Class A common stock at a purchase price of $10.00 per share (the “Additional Shares”) and an aggregate purchase price of $20,000,000 (the “Additional Investment”) bringing the total amount of commitments from both the PIPE Investment and the Additional Investment to $70,000,000. The Additional Investment will be consummated substantially concurrently with the Closing. The additional investor entered into a PIPE Subscription Agreement on substantially the same terms as those of the PIPE Investors, but also agreed not to sell or otherwise transfer any of the Additional Shares during the period beginning on the date of Closing and ending on the date that is the earlier of (A) six months after the Closing, (B) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 calendar days following the Closing and (C) the date on which New Mondee consummates a sale, merger, liquidation, exchange offer or other similar transaction after the Closing, which results in the stockholders immediately prior to such transaction having beneficial ownership of less than 50% of the outstanding voting securities of the combined company. In addition, at the Closing, the Additional Investor will enter into a registration rights agreement by and among New Mondee and certain other parties there to (the “Registration Rights Agreement”), pursuant to which the Additional Investor will be entitled to certain registration rights in respect of the Additional Shares.

The PIPE Shares and Additional Shares to be issued pursuant to the PIPE Investment and Additional Investment have not been registered under the Securities Act and will be issued in reliance on the availability of an exemption from such registration.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities ~~from October 2, 2020 (inception), through March 31, 2021, were~~since inception have been organizational activities, those necessary to prepare for the Initial Public Offering, ~~described below,~~ and subsequent to the Initial Public Offering, identifying a target company for aan initial Business Combination. We do not expect to generate any operating revenues until after the completion of our Business ~~Combination.~~Combination, at the earliest. We generate non-operating income in the form of interest income on marketable securities held in a trust account, ~~located~~and recognize changes in the ~~United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16)~~fair value of ~~the Investment Company Act of 1940,~~warrant liabilities as ~~amended (the “Trust Account”)~~other income (loss). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2022, we had a net income of $432,866, which consists of interest earned on marketable securities held in Trust Account of $7,540 and changes in fair value of warrant liabilities of $2,730,750, partially offset by $2,118,238 of expenses related to Company’s pending Business Combination and $187,186 of other operational costs.

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For the three months ended March 31, 2021, we had a net income of $131,394, which consists of interest earned on marketable securities held in Trust Account of $18,916, an unrealized gain on marketable securities held in Trust Account of $21,009, and changes in fair value of warrant liabilities of $868,875, partially offset by formation and operational costs of $102,055, and transaction ~~cost~~costs allocated to warrant liabilities of $675,351.

Liquidity and Capital Resources

On February 1, 2021, we consummated the Initial Public Offering of 24,150,000 public units, ~~(the “Units”), comprised~~including 3,150,000 public units issued pursuant to the full exercise of the underwriters’ over-allotment option. Each public unit consists of one ~~Class A ordinary~~public share ~~(each, a “Share”)~~ and one-half of one ~~redeemable warrant (each, a “Public Warrant”),~~public warrant. The public units were sold at $10.00 per ~~Unit,~~public unit, generating gross proceeds of $241,500,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 675,000 ~~Units (each, a “Private Placement Unit”),~~private placement units, comprised of one ~~Class A ordinary~~private placement share and one-half of one redeemable private placement warrant, ~~(each a “Private Placement Warrant”),~~ at a price of $10.00 per ~~Private Placement Unit~~private placement unit in a private placement to the Sponsor and Cantor, ~~Fitzgerald & Co. (“Cantor”),~~ generating gross proceeds of $6,750,000.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the ~~Private Placement Units,~~private placement units, a total of $241,500,000 was placed in the ~~Trust Account.~~trust account. We incurred ~~$14,681,445~~$14,681,886 in costs related to the Initial Public Offering, ~~related costs,~~ including $5,250,000 of underwriting fees, $9,082,500 of deferred underwriting fees and ~~$348,945~~$349,386 of other offering costs.

For the three months ended March 31, 2022, cash used in operating activities was $294,675. Net income of $432,866, was affected by change in fair value of warrant liabilities of $2,730,750 and interest earned on marketable securities held in Trust Account of $7,540. Changes in operating assets and liabilities provided $2,010,749 of cash for operating activities.

For the three months ended March 31, 2021, cash used in operating activities was $390,698. Net income of $131,394 was affected by change in fair value of ~~warrants~~warrant liabilities of $868,875, transaction costs allocated to warrant liabilities of $675,351, interest earned on marketable securities held in Trust Account of $18,916, and an unrealized gain on marketable securities held in Trust Account of ~~$21,009, and transaction costs allocated to warrant liabilities of $675,351.~~$21,009. Changes in operating assets and liabilities used $288,643 of cash for operating activities.

As of March 31, ~~2021,~~2022, we had marketable securities held in the Trust Account of ~~$241,539,925 (including $18,916 of interest income and $21,009 of unrealized gains)~~$241,608,163 consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, ~~2021,~~2022, we had cash of ~~$813,432.~~$230,529. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit, at the option of the lender. The units would be identical to the Private Placement Units.

~~Table~~ Through the date of ~~Contents~~this filing, we have not made any borrowings under this arrangement.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our ~~business.~~business for one year from this filing. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial

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Business Combination. Moreover, we may need to obtain additional financing or draw on loans provided to us by our Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of a Business Combination. If we are unable to complete the Business Combination because it does not have sufficient funds available, we will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet its obligations.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” the date for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as a going concern through February 1, 2023, (the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date). Management’s plan to alleviate the substantial doubt is to complete a business combination prior to February 1, 2023. The Company entered into a definitive Business Combination Agreement on December 20, 2021 and is in the process of completing this Business Combination. Management has assessed the likelihood of whether it will be able to carry out its plan to complete this business combination prior to February 1, 2023. Management believes, as it is contractual, the business combination will occur prior to the termination date set forth in the Business Combination Agreement of July 3, 2022, which is before the date of the mandatory liquidation date. As such, based on these factors and other considerations, Management believes that its plan alleviates the substantial doubt raised by the date for mandatory liquidation described above.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, ~~2021.~~2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative support services. We began incurring these fees on January 27, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

Underwriting Agreement

The underwriters are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 21,000,000 ~~Units~~public units sold in the Initial Public Offering, or $7,350,000, and (ii) 6% of the gross proceeds from the ~~Units~~public units sold pursuant to the over-allotment option, or ~~up to~~ $1,732,500. The deferred fee of $9,082,500 will become payable to the underwriters from the amounts held in the ~~Trust Account~~trust account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Vendor Agreements

On October 4, 2021, the Company entered into an agreement with Deutsche Bank Securities Inc. for placement agency services in connection with the PIPE and customary capital market advisement services related to the pending Business Combination. The agreement calls for the vendor to receive a contingent fee equal to 7% of the gross proceeds of securities sold in the PIPE placement and capped at $3,500,000.

On October 4, 2021, the Company entered into an agreement with AXIA Capital Markets LLC for fund-raising services in connection with the PIPE and capital markets advisory services related to the pending Business Combination. The agreement calls for the vendor to receive a contingent fee equal to $500,000, plus 3.5% of the gross proceeds of securities sold in the PIPE placement exceeding $50,000,000 and capped at $1,500,000.

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On December 15, 2021, the Company entered into an agreement with Cantor Fitzgerald & Co. for capital market advisement services related to the Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $1,000,000 upon the consummation of the Business Combination.

On January 24, 2022, the Company entered into an agreement with a D.A. Davidson & Co. for capital markets advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $500,000 upon the consummation of the Business Combination.

On February 1, 2022, the Company entered into an agreement with a Northland Securities, Inc. for capital markets advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $625,000 upon the consummation of the Business Combination.

As of December 31, 2021, the Company entered into an agreement with a vendor for an insurance policy, which the vendor will only receive insurance run-off premium in the amount of approximately $1,100,000 upon the consummation of the Business Combination. As of March 31, 2022, approximately $33,000 is included in accrued expenses in the accompanying condensed consolidated balance sheet.

Critical Accounting Policies

The preparation of condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liabilities

We account for the warrants issued in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our ~~statement~~statements of operations. The ~~Private Placement Warrants~~private placement warrants and the ~~Public Warrants,~~public warrants, for periods where no observable traded price was available, are valued using the Black-Scholes option pricing model, and the Monte Carlo Model, respectively. For periods subsequent to the detachment of the ~~Public Warrants~~public warrants from the ~~Units,~~public units, on March 22, 2021, the ~~Public Warrant~~public warrant quoted market price on the Nasdaq Stock Market LLC was used as the fair value as of each relevant date.

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Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject to possible ~~conversion~~redemption in accordance with the guidance in Accounting Standards Codification (“~~ASC”~~ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, all ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ ~~equity~~deficit section of our condensed consolidated balance sheets.

Net Income (Loss) Per Ordinary Share

We ~~apply the two-class method in calculating earnings per share.~~comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share ~~basic and diluted for Class A ordinary shares subject to possible redemption~~ is ~~calculated~~computed by dividing ~~the interest~~net income ~~earned on the Trust Account, net of applicable taxes, if any,~~(loss) by the weighted average number of ordinary shares outstanding during the period. Subsequent measurement of the redeemable shares of Class A ordinary shares ~~subject to possible redemption outstanding for the period. Net~~is excluded from income (loss) per ordinary share ~~basic~~as the redemption value approximates fair value.

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The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, and ~~diluted for and non-redeemable ordinary shares~~(ii) the private placement, since the exercise of the warrants is ~~calculated by dividing net loss less income attributable~~contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase 12,412,500 Class A ordinary shares ~~subject to possible redemption, by~~in the ~~weighted average number~~aggregate. As of ~~shares of non-redeemable~~March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares ~~outstanding~~and then share in the earnings of the Company, except for the ~~period presented.~~

~~Recent Accounting Standards~~

~~Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.~~787,500 founder shares in March 31, 2021 which are no longer forfeitable and thus included for dilutive purposes.

Item 3. Quantitative and Qualitative Disclosures ~~About~~about Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed ~~by us~~ in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~Table~~Evaluation of ~~Contents~~Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments.

Changes in Internal Control over Financial Reporting

There ~~was~~were no ~~change~~changes in our internal control over financial reporting ~~that occurred~~(as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter ~~of 2020 covered by this Quarterly Report on Form 10-Q~~ that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

~~None~~In connection with the pending Business Combination, one purported stockholder has sent a demand letter. No amount of damages is stated in the demand letter. The Company believes that the threatened lawsuit is without merit and, if filed, the Company intends to defend the matters vigorously. The Company is currently unable to reasonably determine the outcome of any potential litigation or estimate any potential losses, and, as such, have not recorded a loss contingency. There is no other material litigation, arbitration or governmental proceedings currently pending against the Company or any members of its management team in their capacity as such.

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Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our ~~final prospectus for its Initial Public Offering~~Annual Report on Form 10-K filed with the SEC. As of the date of this Report, there have been no material changes to the risk factors disclosed in our ~~final prospectus for its Initial Public Offering~~Annual Report on Form 10-K filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On February 1, 2021, we consummated the Initial Public Offering of 24,150,000 Units. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $241,500,000. Cantor acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-251964). The SEC declared the registration statements effective on January 21, 2021.

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 675,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $6,750,000, in a private placement. The Sponsor purchased 465,000 Private Placement Units and Cantor purchased 210,000 Private Placement Units. Each Private Placement Unit consists of one Class A ordinary share and one Private Placement Warrant. Each whole Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Placement Units, an aggregate of $241,500,000 was placed in the Trust Account.

~~We paid a total of $5,250,000 in cash underwriting discounts and commissions, $9,082,500 in deferred underwriting fees and $348,945 for other costs and expenses related to the Initial Public Offering.~~

~~For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.~~None.

Item 3. Defaults ~~Upon~~upon Senior Securities

None

Item 4. Mine Safety Disclosures

~~None~~Not applicable

~~Table of Contents~~

Item 5. Other Information

None

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.


No.	Description of Exhibit
~~1.1~~		~~Underwriting Agreement, dated January 27, 2021, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters.~~⁽¹⁾
~~4.1~~		~~Warrant Agreement, dated January 27, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.~~⁽¹⁾
~~10.1~~		~~Letter Agreement, dated January 27, 2021, by and among the Company, its officers, its directors and ITHAX Acquisition Sponsor LLC.~~⁽¹⁾
~~10.2~~		~~Investment Management Trust Agreement, dated January 27, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.~~⁽¹⁾
~~10.3~~		~~Registration Rights Agreement, dated January 27, 2021, by and among the Company, ITHAX Acquisition Sponsor LLC, Cantor Fitzgerald & Co., Rahul Vir, George Syllantavos, and Carlos Guimaraes.~~⁽¹⁾
~~10.4~~		~~Private Placement Units Purchase Agreement, dated January 27, 2021, by and between the Company and ITHAX Acquisition Sponsor LLC.~~⁽¹⁾
~~10.5~~		~~Private Placement Units Purchase Agreement, dated January 27, 2021, by and between the Company and Cantor Fitzgerald & Co.~~⁽¹⁾
~~10.6~~		~~Administrative Services Agreement, dated January 27, 2021, by and between the Company and ITHAX Acquisition Sponsor LLC.~~⁽¹⁾
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

~~(1)~~**

~~Previously filed as an exhibit to our Current Report on Form 8-K filed on February 1, 2021 and incorporated by reference herein.~~Furnished herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	ITHAX ACQUISITION CORP.

Date: May ~~24, 2021~~9, 2022	By:	/s/ Orestes Fintiklis
	Name:	Orestes Fintiklis
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May ~~24, 2021~~9, 2022	By:	/s/ Dimitrios Athanasopoulos
	Name:	Dimitrios Athanasopoulos
	Title:	Chief Financial Officer, Treasurer and Director
		(Principal Financial and Accounting Officer)


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

			��

Large accelerated filer	◻☐	Accelerated filer	◻☐
Non-accelerated filer	⌧☒	Smaller reporting company	⌧☒
		Emerging growth company	⌧☒


	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, ~~2021 (unaudited)~~2022 (Unaudited) and December 31, ~~2020~~2021	1
Condensed ~~Statement~~Consolidated Statements of Operations for the ~~three months ended~~Three Months Ended March 31, 2022 and 2021 ~~(unaudited)~~(Unaudited)	2
Condensed ~~Statement~~Consolidated Statements of Changes in Shareholders’ ~~Equity~~Deficit for the ~~three months ended~~Three Months Ended March 31, 2022 and 2021 (Unaudited)	3
Condensed ~~Statement~~Consolidated Statements of Cash Flows for the ~~three months ended~~Three Months Ended March 31, 2022 and 2021 ~~(unaudited)~~(Unaudited)	4
Notes to Condensed Consolidated Financial Statements ~~(unaudited)~~(Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2122
Item 3. Quantitative and Qualitative Disclosures ~~Regarding~~About Market Risk	2427
Item 4. Controls and Procedures	2427
Part II. Other Information	2527
Item 1. Legal Proceedings	2527
Item 1A. Risk Factors	2528
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2528
Item 3. Defaults Upon Senior Securities	2528
Item 4. Mine Safety Disclosures	2528
Item 5. Other Information	2628
Item 6. Exhibits	2628
~~Part III.~~ Signatures	2729


	March 31, 2021		December 31, 2020
		(Unaudited)		(Audited)	March 31, 2022		December 31, 2021
ASSETS
Current assets
Cash	$	813,432	$	1,000	$	230,529	$	525,204
Prepaid expenses		299,716		—		49,583		23,750
Total Current Assets		1,113,148		1,000		280,112		548,954

Deferred offering costs		—		80,631
Cash and marketable securities held in Trust Account		241,539,925		—		241,608,163		241,600,623
TOTAL ASSETS	$	242,653,073	$	81,631	$	241,888,275	$	242,149,577

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	11,073	$	—	$	95,745	$	211,548
Accrued offering costs		32,966		17,966
Promissory note – related party		—		43,556
Total Current Liabilities		44,039		61,522		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		9,082,500
Warrant liabilities		10,554,000		—		3,972,000		6,702,750
Total Liabilities		19,680,539		61,522
TOTAL LIABILITIES						15,302,630		15,996,798

Commitments
Commitments and Contingencies

Class A ordinary shares subject to possible redemption 21,797,253 and 0 shares at redemption value as of March 31, 2021 and December 31, 2020, respectively		217,972,530		—
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’ Equity
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; 3,027,747 and 0 shares issued and outstanding (excluding 21,797,253 and 0 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively		3,028		—
Class B ordinary shares, $0.001 par value; 10,000,000 shares authorized; 6,037,500 shares issued and outstanding as of March 31, 2021 and December 31, 2020		6,038		5,031
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		4,864,435		19,969		—		—
Retained earnings (Accumulated deficit)		126,503		(4,891)
Total Shareholders’ Equity		5,000,004		20,109
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	242,653,073	$	81,631
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


Formation and operational costs		102,055
Loss from operations		(102,055)

Other income (expense):
Interest earned on marketable securities held in Trust Account		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		868,875
Other income, net		233,449

Net income	$	131,394

Weighted average shares outstanding of Class A redeemable ordinary shares		21,716,916
Basic and diluted income per share, Class A redeemable ordinary shares	$	0.00

Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares		7,760,487
Basic and diluted net income per share, Class A and Class B non-redeemable ordinary shares	$	0.01


	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	$	0	$	(15,454,557)	$	(15,447,844)

Subsequent measurement of Class A ordinary shares to redemption amount	—		—	—		—		0		(7,540)		(7,540)

Net income	—		—	—		—		0		432,866		432,866

Balance — March 31, 2022	675,000	$	675	6,037,500	$	6,038	$	0	$	(15,029,231)	$	(15,022,518)


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

Sale of 24,150,000 Units, net of underwriting discounts, initial fair value of Public Warrants, and offering expenses	24,150,000		24,150	—		—		216,360,315		0		216,384,465

Sale of 675,000 Private Placement Units, net of initial fair value of Private Warrants and offering costs	675,000		675	—		—		6,435,891		0		6,436,566

Class A ordinary shares subject to redemption	(21,797,253)		(21,797)	—		—		(217,950,733)		0		(217,972,530)

Net income	—		—	—		—		0		131,394		131,394

Balance — March 31, 2021	3,027,747	$	3,028	6,037,500	$	6,038	$	4,867,800	$	126,503	$	5,000,004


	As
	Previously		As
	Reported		Adjustments		Revised

Balance sheet as of February 1, 2021 (audited)
Warrant Liabilities	$	—	$	11,422,875	$	11,422,875
Total Liabilities		9,130,466		11,422,875		20,553,341
Class A Ordinary Shares Subject to Possible Redemption		228,588,660		(11,422,875)		217,165,785
Class A Ordinary Shares		1,966		1,142		3,108
Additional Paid-in Capital		4,996,891		674,209		5,671,100
Accumulated Deficit		(4,891)		(675,351)		(680,242)


	Three Months
	Ended
	March 31,
	2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest earned on marketable securities held in Trust Account and unrealized gains	$	36,028
Net income allocable to shares subject to possible redemption	$	36,028
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding		21,716,916
Basic and diluted net income per share	$	0.00
Non-Redeemable Class A and Class B Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net income	$	131,394
Net income allocable to Redeemable Class A Ordinary Shares		(36,028)
Non-Redeemable Net Loss	$	95,358
Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Shares
Basic and diluted weighted average shares outstanding		7,760,487
Basic and diluted net income per share	$	0.01