On Monday, December 20, 2021, ITHAX Acquisition Corp., a Cayman Islands exempted company, and Mondee Holdings II, Inc., a Delaware corporation, released an audiovisual announcement. The transcript of the announcement is set forth below.
Mondee is a technology-first travel market disruptor serving the needs of both travel professionals and connected consumers as a leading modern travel marketplace, efficiently matching target consumer demand with full travel content by offering highly curated and value-priced travel experiences.
By providing this modern technology-based marketplace, Mondee has grown exponentially to $3 billion of transaction volume, as an Uber-like gig travel worker platform, connecting over 500 global airlines and 50,000 leisure travel agents, to support over 50 million unique daily searches and processing 5.4 million air tickets in 2019.
But… How did we get here?
[SPAC TO THE FUTURE SCREEN APPEARS]
Not so long ago, the only way to book travel was by visiting a travel agency or over the phone.
In the mid-90s, the internet changed the travel Industry with the advent of Online Travel Agents and the launch of booking websites by airlines and hotels, where self-service travelers received standard offerings on simple, non-customized itineraries online.
Meanwhile, a larger $1 trillion dollar segment of the travel market was still using dated command-based systems without many modern technologies such as smart-phone compatibility or payment options beyond the credit card. Larger travel agencies persisted, but many others fragmented into tens of thousands of small to medium leisure travel companies or self-employed workers. While they remained technologically underserved and operationally inefficient, the increasingly value-savvy traveler was left with limited curated choices and impersonal service.
But the global technology revolution marched on, with the rapid rise of anywhere anytime connectivity, conversational commerce and fintech solutions, while the internet became one more commodity channel like the telephone landline.
At the same time, travel booking options exploded, creating almost unlimited choices for travelers and an avalanche of data at their fingertips.
These developments powered the fast growth of the gig economy and remote workers, seeking Uber-like efficient content-rich platforms, and produced today’s information empowered, value-savvy, connected traveler who continually seeks more curated, personalized, and value-based travel experiences, accessible on any device, while large, medium, and smaller businesses continually deal with steadily increasing cost pressures which translates into tighter travel budgets.
This all led to the rising need for increasingly efficient, universally connected operating platforms with ready access to rich, value-priced content and curation tools. All the elements of a modern technology-led marketplace, seamlessly connecting airlines, hotels and other travel content with gig workers and value-savvy travelers.
Mondee, the technology-first disruptor, had answers at every stage to better serve the needs of both travel professionals and connected travelers, becoming a leading modern travel marketplace, efficiently matching target consumer demand with full travel content by offering highly curated and value-priced travel experiences.
Mondee capitalized on an early opportunity to disrupt the leisure travel agent market by 2015, with a mobile and fintech-enabled operating system connecting over 500 global airlines and 50,000 leisure travel agents.
Mondee rapidly became a market leader in North America private airfares with its extensive global content hub, and now is similarly and predictably disrupting the hotel and cruise markets.
Mondee now offers the growing pool of gig economy and remote travel workers every service and value-add product they need, such as access to global travel content, website, CRM software and fraud protection, with ancillaries such as travel insurance, and tools such as conversational commerce, fintech and Martech solutions, all as the indispensable “Travel Solution in a Box”.
At the same time Mondee is helping airlines, hotels and other travel suppliers reduce excess capacity and optimize their revenue management strategies through alternative channels that do not compete with their own direct sales channels.
Mondee has moved on to disrupting the membership organizations, non-profits, small-to-medium sized corporates and value-savvy consumer travel cohorts with its modern travel marketplace by expanding its corporate travel platform [RocketTrip logo icon appears] and introducing Netflix-style subscription-based products [TripPlanet and UnPub logo icon appears], riding a new wave of disruption to capture a big slice of this $1 trillion emerging market of connected consumers. TripPlanet was launched in the summer of 2021 and has already acquired 4 million members.
Just as there is now an Uber for transportation and Netflix for entertainment, Mondee is quickly becoming a de-facto modern world travel marketplace. Mondee is the future of Travel.
Forward Looking Statements
Certain statements in this Document may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the proposed business combination between ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 366718 (“ITHAX”) and Mondee, Inc., a Delaware corporation (“Mondee”), ITHAX’s and Mondee’s ability to consummate the transaction, the expected closing date for the transaction, the benefits of the transaction and the public company’s future financial performance following the transaction, as well as ITHAX’s and Mondee’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used herein, including any oral statements made in connection herewith, the words “anticipates,” “approximately,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecast,” “future, ” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “propose,” “should,” “seeks,” “will,” or the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by both ITHAX and its management, and Mondee and its management, as the case may be, are inherently uncertain. Except as otherwise required by applicable law, ITHAX disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. ITHAX cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of ITHAX. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination; (2) the outcome of any legal proceedings that may be instituted against ITHAX, Mondee, the combined company or others following the announcement of the business combination and any definitive agreements with respect thereto; (3) the inability to complete the business combination due to the failure to obtain approval of the shareholders of ITHAX, to obtain financing to complete the business combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (5) the ability to meet stock exchange listing standards following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations of ITHAX or Mondee as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the business combination; (10) the possibility that ITHAX, Mondee or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on the combined company’s business and/or the ability of the parties to complete the proposed business combination; (12) Mondee’s estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; (13) adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside the control of the parties; (14) significant fluctuations in the combined company’s operating results and rates of growth; (15) dependency on the combined company’s relationships with travel agencies, travel management companies and other travel businesses and third parties; (16) payment-related risks; (17) the combined company’s failure to quickly identify and adapt to changing industry conditions, trends or technological developments; (18) unlawful or fraudulent activities in the combined company’s operations; (19) any significant IT systems-related failures, interruptions or security breaches or any undetected errors or design faults in IT systems of the combined company; (20) exchange rate fluctuations; and (21) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary” in ITHAX’s final prospectus relating to its initial public offering dated February 1, 2021 and in subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”), including the registration statement on Form S-4, which includes a prospectus/proxy statement of ITHAX, expected to be filed relating to the business combination. There may be additional risks that neither ITHAX nor Mondee presently know of or that ITHAX or Mondee currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Author and any of their affiliates, directors, officers and employees expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
In connection with the proposed business combination, ITHAX will confidentially submit a draft registration statement on Form F-4 with the SEC, which draft will include a prospectus/proxy statement of ITHAX. ITHAX also plans to confidentially submit or file other documents with the SEC regarding the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of ITHAX. INVESTORS AND SHAREHOLDERS OF ITHAX ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION, WHICH WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Mondee and ITHAX once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.
Participants in the Solicitation
ITHAX, Mondee, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of ITHAX in connection with the proposed transaction. Information about the directors and executive officers of ITHAX is disclosed in ITHAX’s initial public offering prospectus, which was filed with the SEC on February 1, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Additional Information about the Business Combination and Where to Find It
Additional information about the proposed business combination, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K, which will be filed by ITHAX with the SEC and will also be available at www.sec.gov. In connection with the proposed business combination, ITHAX will confidentially submitted a draft registration statement on Form S-4 and will file a registration statement on Form S-4 and the related proxy statement/prospectus with the SEC. Additionally, ITHAX will file other relevant materials with the SEC in connection with the proposed business combination of ITHAX with Mondee. The materials to be filed by ITHAX with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Investors and security holders of ITHAX are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination.