Magnetar Financial LLC and related entities reported a sizable ownership position in ITHAX Acquisition Corp III. As of December 31, 2025, Magnetar Financial, Magnetar Capital Partners, Supernova Management, and David J. Snyderman were deemed to beneficially own 1,250,000 Class A ordinary shares.
These shares represent approximately 5.43% of ITHAX Acquisition Corp III’s outstanding Class A shares, based on 23,000,000 shares outstanding as of December 15, 2025. The group has shared voting and shared dispositive power over all reported shares, with no sole voting or dispositive power.
The filing states that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company, consistent with a passive investment under Schedule 13G.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ITHAX Acquisition Corp III
(Name of Issuer)
Class A ordinary shares, par value $0.0001
(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
MAGNETAR FINANCIAL LLC
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
0.00
6
Shared Voting Power
1,250,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,250,000.00
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
CUSIP No.
G4977S128
1
Names of Reporting Persons
MAGNETAR CAPITAL PARTNERS LP
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
0.00
6
Shared Voting Power
1,250,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,250,000.00
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)
HC, PN
SCHEDULE 13G
CUSIP No.
G4977S128
1
Names of Reporting Persons
SUPERNOVA MANAGEMENT LLC
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
0.00
6
Shared Voting Power
1,250,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,250,000.00
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)
HC, OO
SCHEDULE 13G
CUSIP No.
G4977S128
1
Names of Reporting Persons
DAVID J. SNYDERMAN
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,250,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,250,000.00
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)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ITHAX Acquisition Corp III
(b)
Address of issuer's principal executive offices:
826 Collins Ave, Suite 201, Miami, FL 33139
Item 2.
(a)
Name of person filing:
This statement is filed on behalf of each of the following person (collectively, the "Reporting Persons"):
i) Magnetar Financial LLC ("Magnetar Financial");
ii) Magnetar Capital Partners LP ("Magnetar Capital Partners");
iii) Supernova Management LLC ("Supernova Management"); and
iv) David J. Snyderman ("Mr. Snyderman").
This statement relates to the Shares (as defined herein) held for Magnetar Constellation Master Fund, Ltd ("Constellation Master Fund"), Magnetar Xing He Master Fund Ltd ("Xing He Master Fund"), Magnetar Capital Master Fund Ltd ("Capital Master Fund"), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP ("Structured Credit Fund"), a Delaware limited partnership; Magnetar Alpha Star Fund LLC ("Alpha Star Fund"), Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Purpose Alternative Credit Fund - T LLC ("Purpose Credit Fund - T"), Magnetar Waterfront Series A LLC ("Waterfront Series A Fund"), all Delaware limited liability companies; collectively (the "Magnetar Funds"). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds' accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The administrative manager of Supernova Management is Mr. Snyderman.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c)
Citizenship:
Place of Organization.
i) Magnetar Financial is a Delaware limited liability company;
ii) Magnetar Capital Partners is a Delaware limited partnership;
iii) Supernova Management is a Delaware limited liability company; and
iv) Mr. Snyderman is a citizen of the United States of America.
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001
(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:
As of December 31, 2025, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman held 1,250,000 Shares. The amount consists of (A) 312,500 Shares held for the account of Constellation Master Fund; (B) 212,500 Shares held for the account of Lake Credit Fund; (C) 250,000 Shares held for the account of Structured Credit Fund; (D) 187,500 Shares held for the account of Xing He Master Fund; (E) 212,500 Shares held for the account of Alpha Star Fund; (F) 12,500 Shares held for the account of Capital Master Fund; (G) 37,500 Shares held for the account of Magnetar Waterfront Series A LLC; and (H) 25,000 Shares held for the account of Purpose Credit Fund - T.
The Shares held by the Magnetar Funds represent approximately 5.43% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
(b)
Percent of class:
As of December 31, 2025, each of the Reporting Persons were deemed to be the beneficial owner constituting approximately 5.43% of the total number of shares outstanding (based upon the information provided by the Issuer in its 8-K filed with the SEC on December 19, 2025, there were approximately 23,000,000 Shares outstanding as of December 15, 2025).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,250,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,250,000
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.
MAGNETAR FINANCIAL LLC
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
02/17/2026
MAGNETAR CAPITAL PARTNERS LP
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
02/17/2026
SUPERNOVA MANAGEMENT LLC
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
02/17/2026
DAVID J. SNYDERMAN
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
02/17/2026
Comments accompanying signature: MAGNETAR FINANCIAL LLC BY: Magnetar Capital Partners LP, its Sole Member BY: Supernova Management LLC, its General Partner
MAGNETAR CAPITAL PARTNERS LP By: Supernova Management LLC, its General Partner
Exhibit Information
99.1 Joint Filing Agreement, dated as of February 17, 2026, among the Reporting Persons.
99.2 Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on February 17, 2026.
What stake in ITHAX Acquisition Corp III (ITHA) did Magnetar report?
Magnetar and related entities reported beneficial ownership of 1,250,000 Class A shares. This represents approximately 5.43% of ITHAX Acquisition Corp III’s outstanding Class A ordinary shares, based on 23,000,000 shares reported outstanding by the company as of December 15, 2025.
Who are the reporting persons in the ITHAX (ITHA) Schedule 13G filing?
The reporting persons are Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman. Magnetar Financial advises several Magnetar funds that hold the shares, while Magnetar Capital Partners and Supernova Management sit above it in the ownership structure.
How much of ITHAX (ITHA) does the Magnetar group control through voting rights?
The Magnetar group has shared voting and shared dispositive power over 1,250,000 Class A shares. They report zero sole voting or sole dispositive power, meaning decisions over these shares are exercised jointly for the accounts of the Magnetar funds.
Is the Magnetar position in ITHAX (ITHA) a passive investment?
The filing characterizes the Magnetar position as a passive investment. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of ITHAX Acquisition Corp III.
How did ITHAX (ITHA) outstanding shares factor into the 5.43% calculation?
The 5.43% figure is based on 23,000,000 Class A shares outstanding. That outstanding share count comes from ITHAX Acquisition Corp III’s Form 8-K, which reported approximately 23,000,000 shares outstanding as of December 15, 2025.
Which funds actually hold the ITHAX (ITHA) shares for Magnetar?
The shares are held across multiple Magnetar funds. These include Constellation Master Fund, Xing He Master Fund, Capital Master Fund, Structured Credit Fund, Alpha Star Fund, Lake Credit Fund, Magnetar Waterfront Series A LLC, and Purpose Alternative Credit Fund - T LLC, each holding a specified portion.
