ITHAX Acquisition Corp III (ITHAU) sponsor reports 7,666,667 share stake

Rhea-AI Filing Summary

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.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ITHAX Acquisition Sponsor III LLC

(Last) (First) (Middle)

C/O ITHAX ACQUISITION CORP III

826 COLLINS AVENUE, SUITE 201

(Street)

MIAMI FL 33139

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2025

3. Issuer Name and Ticker or Trading Symbol
ITHAX Acquisition Corp III [ ITHA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	7,666,667	(1)	D(2)

1. Name and Address of Reporting Person^*

ITHAX Acquisition Sponsor III LLC

(Last) (First) (Middle)

C/O ITHAX ACQUISITION CORP III

826 COLLINS AVENUE, SUITE 201

(Street)

MIAMI FL 33139

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Fintiklis Orestes

(Last) (First) (Middle)

C/O ITHAX ACQUISITION CORP III

826 COLLINS AVENUE, SUITE 201

(Street)

MIAMI FL 33139

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and CFO

Explanation of Responses:

1. The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-291600) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,000,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

2. ITHAX Acquisition Sponsor III LLC is the record holder of the securities reported herein. Orestes Fintiklis is the managing member of ITHAX Acquisition Sponsor III LLC and has voting and investment discretion with respect to the securities held of record by ITHAX Acquisition Sponsor III LLC. Mr. Fintiklis disclaims any beneficial ownership of the securities held by ITHAX Acquisition Sponsor III LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

	/s/ Orestes Fintiklis, for ITHAX Acquisition Sponsor III LLC	12/11/2025
	/s/ Orestes Fintiklis	12/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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FAQ

What insider ownership did ITHAX Acquisition Sponsor III report in ITHAU?

ITHAX Acquisition Sponsor III LLC reported beneficial ownership of Class B ordinary shares that are convertible into 7,666,667 Class A ordinary shares of ITHAX Acquisition Corp III.

How many ITHAX Acquisition Corp III Class A shares are underlying the reported Class B shares?

The reported Class B ordinary shares are convertible into 7,666,667 Class A ordinary shares, as reflected in the derivative securities table.

Are any of the reported Class B ordinary shares subject to forfeiture?

Yes. The Class B ordinary shares beneficially owned by the reporting persons include up to 1,000,000 Class B ordinary shares that are subject to forfeiture to the issuer depending on the extent to which the underwriters' over-allotment option is exercised in the initial public offering of units.

What roles does Orestes Fintiklis hold at ITHAX Acquisition Corp III?

Orestes Fintiklis is identified as a director, CEO, CFO, and a 10% owner of ITHAX Acquisition Corp III. He is also the managing member of ITHAX Acquisition Sponsor III LLC.

Who is the record holder of the reported ITHAX Acquisition Corp III securities?

ITHAX Acquisition Sponsor III LLC is the record holder of the securities reported. Orestes Fintiklis, as managing member, has voting and investment discretion over these securities.

Does Orestes Fintiklis claim full beneficial ownership of the sponsor’s holdings?

No. The filing states that Mr. Fintiklis disclaims any beneficial ownership of the securities held by ITHAX Acquisition Sponsor III LLC other than to the extent of any pecuniary interest he may have in them, directly or indirectly.