Ithax Acquisition Corp Iii SEC Filings

ITHAX Acquisition Corp III completed its initial public offering of 23,000,000 units at $10.00 per unit, raising gross proceeds of $230,000,000. Each unit contains one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share at $11.50 per share.

The company also sold 5,500,000 private placement warrants for $5,500,000. A total of $230,000,000, consisting of $224,500,000 from the IPO (including $9,800,000 of deferred underwriting discount) and $5,500,000 from the private placement warrants, was deposited into a U.S.-based trust account and will generally remain there until a business combination or specified shareholder redemptions, including if no deal is completed within 24 months from the IPO closing. In connection with the IPO, new directors were appointed to the board and its committees, and an amended and restated memorandum and articles of association were adopted.

ITHAX Acquisition Corp III is launching a $200,000,000 initial public offering of 20,000,000 units at $10.00 each. Every unit includes one Class A ordinary share and one-half of a redeemable warrant, with each whole warrant exercisable at $11.50 per share after a business combination. Up to 3,000,000 additional units may be sold under an over-allotment option.

The SPAC will place $200.0 million (or $230.0 million if the over-allotment is fully exercised) into a U.S. trust account, giving public shareholders the right to redeem their shares for their pro rata trust value in connection with a business combination or certain extensions. The company has 24 months to complete a deal, targeting asset management, leisure, hospitality, travel, entertainment, gaming, lifestyle and technology-driven businesses, including those using AI and digital assets.

The sponsor bought 7,666,667 Class B founder shares for $25,000 and will purchase 3,500,000 private placement warrants, alongside 2,000,000 private placement warrants for Cantor Fitzgerald & Co., creating significant potential dilution for public investors through founder share conversion, anti-dilution adjustments, and warrant exercises.

ITHAX Acquisition Sponsor III LLC and managing member Orestes Fintiklis reported their initial beneficial ownership in ITHAX Acquisition Corp III. They hold Class B ordinary shares that are convertible into 7,666,667 Class A ordinary shares, with the Class B shares having no expiration date. The holdings include up to 1,000,000 Class B ordinary shares that may be forfeited depending on how much of the underwriters' over-allotment option is exercised in the company’s initial public offering of units. Fintiklis serves as a director, CEO and CFO and is a 10% owner, and as managing member of the sponsor he has voting and investment discretion over the reported securities while disclaiming beneficial ownership beyond any pecuniary interest.