false
--12-31
0002080985
00-0000000
0002080985
2025-12-11
2025-12-11
0002080985
itha:UnitsMember
2025-12-11
2025-12-11
0002080985
us-gaap:CommonClassAMember
2025-12-11
2025-12-11
0002080985
itha:WarrantsMember
2025-12-11
2025-12-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): December
15, 2025 (December 11, 2025)
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 1.01. |
Entry into a Material Definitive Agreement. |
On December 15, 2025, ITHAX Acquisition Corp III (the “Company”)
consummated its initial public offering (“IPO”) of 23,000,000 (the “Units”), including the exercise of the underwriters’
over-allotment option in full. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class
A ordinary share”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling
the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The Units were sold at a price
of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
In connection with the IPO, the Company entered into the following
agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-291600)
for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 17, 2025, as
amended (the “Registration Statement”):
| · | An Underwriting Agreement, dated December 11, 2025, by and between the Company
and Cantor Fitzgerald & Co. (“Cantor”), as representative of the underwriters, a copy of which is attached as Exhibit
1.1 hereto and incorporated herein by reference. |
| · | A Warrant Agreement, dated December 11, 2025, by and between the Company
and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated
herein by reference. |
| · | A Letter Agreement, dated December 11, 2025 (the “Letter Agreement”),
by and among the Company, its executive officers, its directors and ITHAX Acquisition Sponsor III LLC (the “Sponsor”), a copy
of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| · | An Investment Management Trust Agreement, dated December 11, 2025, by and
between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto
and incorporated herein by reference. |
| · | A Registration Rights Agreement, dated December 11, 2025, by and among the
Company, Cantor and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| · | A Private Placement Warrants Purchase Agreement, dated December 11, 2025,
by and between the Company and the Sponsor (the “Sponsor Private Placement Warrants Purchase Agreement”), a copy of which
is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| · | A Private Placement Warrants Purchase Agreement, dated December 11, 2025,
by and between the Company and Cantor (the “Representative Private Placement Warrants Purchase Agreement”), a copy of which
is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| · | An Administrative Services Agreement, dated December 11, 2025, by and between
the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| Item 3.02. |
Unregistered Sales of Equity Securities. |
Simultaneously with the closing of the IPO, (i) pursuant to the Sponsor
Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “Sponsor
Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Sponsor Private Placement Warrant, generating gross
proceeds to the Company of $3,500,000 and (ii) pursuant to the Representative Private Placement Warrants Purchase Agreement, the Company
completed the private sale of an aggregate of 2,000,000 warrants (the “Representative Private Placement Warrants” and, collectively
with the Sponsor Private Placement Warrants, the “Private Placement Warrants”) to Cantor at a purchase price of $1.00 per
Representative Private Placement Warrant, generating gross proceeds to the Company of $2,000,000. The Private Placement Warrants are identical
to the Warrants sold in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor, Cantor or their
permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise
of such Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30
days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis
and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. The issuances
of the Private Placement Warrants were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 11, 2025, in connection with the IPO, Tim Ryan, Rahul Vir
and Ioannis Tsoutsias (the “Directors”) were appointed to the board of directors of the Company (the “Board”).
Effective December 11, 2025, Messrs. Ryan, Vir and Tsoutsias were appointed to the Board’s Audit Committee, with Mr. Tsoutsias serving
as chair of the Audit Committee. Effective December 11, 2025, Messrs. Ryan, Vir and Tsoutsias were also appointed to the Board’s
Compensation Committee, with Mr. Vir serving as chair of the Compensation Committee.
Following the appointment of the Directors, the Board is comprised
of the following three classes: the term of office of the first class of directors, Class I, consists of Mr. Tsoutsias, and will expire
at the Company’s first annual meeting of shareholders; and the term of office of the second class of directors, Class II, consists
of Mr. Ryan and Mr. Vir, and will expire at the Company’s second annual meeting of shareholders; and the term of office of the third
class of directors, Class III, consists of Orestes Fintiklis, and will expire at the Company’s third annual meeting of shareholders.
On December 11, 2025, in connection with their appointments to the
Board, each Director entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed
as Exhibit 10.5 to the Registration Statement.
Other than the foregoing, none of the Directors are party to any arrangement
or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to
be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of
indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form
of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.5 to the Registration Statement, respectively,
and are incorporated herein by reference.
| Item 5.03. |
Amendments to Certificate of Incorporation or Bylaws. |
On December 11, 2025, in connection with the IPO, the Company adopted
its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day. The terms
of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter
is attached as Exhibit 3.1 hereto and incorporated herein by reference.
A total of $230,000,000, comprised of $224,500,000 of the proceeds
from the IPO (which amount includes $9,800,000 of the underwriters’ deferred discount) and $5,500,000 of the proceeds of the sales
of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental
Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that
may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until
the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any Class A ordinary shares
included in the Units sold in the IPO (“public shares”) properly submitted in connection with a shareholder vote to amend
the Amended Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company
does not complete its initial business combination within 24 months from the closing of the IPO or with respect to any other material
provisions relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of the public
shares if the Company is unable to complete an initial business combination within 24 months from the closing of the IPO, subject to applicable
law.
On December 11, 2025, the Company issued a press release announcing
the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On December 15, 2025, the Company issued a press release announcing
the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description |
| | |
| 1.1 | Underwriting Agreement, dated December 11, 2025, by and among the Company and Cantor Fitzgerald & Co., as representative of the
several underwriters. |
| | |
| 3.1 | Amended and Restated Memorandum and Articles of
Association. |
| 4.1 | Warrant Agreement, dated December 11, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant
agent. |
| 10.1 | Letter Agreement, dated December 11, 2025, by and among the Company, its executive officers, its directors and ITHAX Acquisition Sponsor
III LLC. |
| 10.2 | Investment Management Trust Agreement, dated December 11, 2025, by and between the Company and Continental Stock Transfer & Trust
Company, as trustee. |
| 10.3 | Registration Rights Agreement, dated December 11, 2025, by and
among the Company, ITHAX Acquisition Sponsor III LLC and Cantor Fitzgerald & Co. |
| 10.4 | Private Placement Warrants Purchase Agreement, dated December 11, 2025, by and between the Company and ITHAX Acquisition Sponsor III
LLC. |
| 10.5 | Private Placement Warrants Purchase Agreement, dated December 11, 2025, by and between the Company and Cantor Fitzgerald & Co. |
| 10.6 | Administrative Services Agreement, dated December 11, 2025 by and between the Company and ITHAX Acquisition Sponsor III LLC. |
| | |
| 99.1 | Press Release, dated December 11, 2025. |
| | |
| 99.2 | Press Release, dated December 15, 2025. |
| | |
| 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: December 15, 2025
