ITHAX Acquisition III (NASDAQ: ITHAU) to split units into shares, warrants

Rhea-AI Filing Summary

ITHAX Acquisition Corp III reported that holders of its units can soon trade the underlying securities separately. Each unit currently trading on Nasdaq under the symbol ITHAU consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share. Starting on or about January 20, 2026, investors may elect to separate the units so that the Class A shares and warrants trade independently on Nasdaq under the symbols ITHA and ITHAW, respectively. Units that are not separated will continue to trade as units under ITHAU. To separate holdings, unit owners must have their brokers contact Continental Stock Transfer & Trust Company, the company’s transfer agent.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 16, 2026

ITHAX ACQUISITION CORP III

(Exact name of registrant as specified in its charter)

Cayman Islands (State or other jurisdiction of incorporation) 001-43006 (Commission File Number) N/A (IRS Employer Identification No.)

826 Collins Avenue, Suite 201

Miami, FL 33139

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (305) 469-0917

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	ITHAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	ITHA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	ITHAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On January 16, 2026, ITHAX Acquisition Corp III (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”), and warrants (the “Warrants”) included in the Units commencing on or about January 20, 2026. Each Unit consists of one Class A Share and one-half of one redeemable Warrant, each whole Warrant exercisable to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on The Nasdaq Stock Market (“Nasdaq”) under the symbol “ITHAU”, and the Class A Shares and Warrants will separately trade on Nasdaq under the symbols “ITHA” and “ITHAW”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Shares and Warrants.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated January 16, 2026
104		Cover Page Interactive Data File (the cover page XBRL tags are imbedded in the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ITHAX ACQUISITION CORP III
	By:	/s/ Orestes Fintiklis
		Name: Orestes Fintiklis
		Title:   Chief Executive Officer and Chief Financial Officer

Dated: January 16, 2026

FAQ

What did ITHAX Acquisition Corp III (ITHAU) announce in this 8-K?

ITHAX Acquisition Corp III announced that holders of its units may elect to separately trade the underlying Class A ordinary shares and warrants beginning on or about January 20, 2026.

When can ITHAX Acquisition Corp III units start trading separately?

The company stated that, on or about January 20, 2026, holders of its units may elect to separate them into Class A ordinary shares and warrants for separate trading.

What does each ITHAX Acquisition Corp III unit (ITHAU) consist of?

Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share.

What are the Nasdaq ticker symbols for ITHAX Acquisition Corp III securities?

Units trade under ITHAU, Class A ordinary shares will trade separately under ITHA, and warrants will trade separately under ITHAW.

Will fractional ITHAX Acquisition Corp III warrants be issued when units are separated?

No. The company stated that no fractional warrants will be issued upon separation of the units and only whole warrants will trade.

How can holders separate ITHAX Acquisition Corp III units into shares and warrants?

Holders must have their brokers contact Continental Stock Transfer & Trust Company, the company’s transfer agent, to separate units into Class A shares and warrants.

What happens if ITHAX Acquisition Corp III units are not separated?

Any units that are not separated will continue to trade on the Nasdaq Stock Market under the symbol ITHAU as combined units.