[SCHEDULE 13G] ITHAX Acquisition Corp III Passive Investment Disclosure (>5%)
Aristeia reports 5.43% stake in ITHAX units
Aristeia Capital, L.L.C. filed a Schedule 13G reporting beneficial ownership of 1,250,000 Units of ITHAX Acquisition Corp III, equal to 5.43% of this securities class.
Aristeia Capital, L.L.C. filed a Schedule 13G reporting beneficial ownership of 1,250,000 Units of ITHAX Acquisition Corp III, equal to 5.43% of this securities class. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant.
This percentage is based on 23,000,000 shares outstanding as of January 25, 2026, as disclosed in ITHAX Acquisition Corp III’s Form 10-Q. Aristeia reports sole voting and dispositive power over all 1,250,000 Units and certifies the holdings are in the ordinary course, not to change or influence control.
Positive
None.
Negative
None.
FAQ
What stake in ITHAX (ITHA) does Aristeia Capital report on this Schedule 13G?
Aristeia Capital reports beneficial ownership of 1,250,000 Units of ITHAX Acquisition Corp III, representing 5.43% of the relevant securities class. Each Unit includes one Class A ordinary share and one-half of one redeemable warrant.
How did Aristeia Capital calculate its 5.43% ownership of ITHAX (ITHA)?
The 5.43% ownership is calculated by dividing 1,250,000 Units by 23,000,000 shares outstanding as of January 25, 2026, a figure taken from ITHAX Acquisition Corp III’s Form 10-Q filed on January 27, 2026.
What type of securities in ITHAX (ITHA) are covered by Aristeia’s 13G filing?
The filing covers Units of ITHAX Acquisition Corp III, each consisting of one Class A ordinary share and one-half of one redeemable warrant. Aristeia reports beneficial ownership and control over 1,250,000 of these Units.
Does Aristeia Capital have sole or shared voting power over its ITHAX (ITHA) holdings?
Aristeia Capital reports sole voting power and sole dispositive power over all 1,250,000 Units. It reports no shared voting power and no shared dispositive power with any other party for these securities.
Is Aristeia Capital’s ITHAX (ITHA) position intended to influence control of the company?
Aristeia certifies the securities were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of ITHAX Acquisition Corp III, consistent with a Schedule 13G filing.
What kind of reporting person is Aristeia Capital in this ITHAX (ITHA) filing?
Aristeia Capital is identified as an investment adviser organized in Delaware. Its principal business office is listed as One Greenwich Plaza, Suite 300, Greenwich, CT 06830, and it files here as the reporting person for the ITHAX Units.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ITHAX Acquisition Corp III
(Name of Issuer)
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
(Title of Class of Securities)
G4977S128
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G4977S128
1
Names of Reporting Persons
Aristeia Capital, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,250,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,250,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,250,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.43 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ITHAX Acquisition Corp III
(b)
Address of issuer's principal executive offices:
826 Collins Avenue, Suite 201, Miami, Florida 33139
Item 2.
(a)
Name of person filing:
Aristeia Capital, L.L.C.
(b)
Address or principal business office or, if none, residence:
One Greenwich Plaza, Suite 300, Greenwich, CT 06830
(c)
Citizenship:
Delaware
(d)
Title of class of securities:
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
(e)
CUSIP No.:
G4977S128
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1,250,000
The Reporting Person may be deemed the beneficial owner of 1,250,000 Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, which is approximately 5.43% of the outstanding shares. This percentage was determined by dividing 1,250,000 by 23,000,000, which is the number of shares outstanding as of January 25, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on January 27, 2026.
(b)
Percent of class:
5.43%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1,250,000
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
1,250,000
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Aristeia Capital, L.L.C.
Signature:
/s/ Andrew B. David
Name/Title:
Andrew B. David / Chief Operating Officer, Aristeia Capital, L.L.C.
