If You Invested in ITHAX Acquisition Corp III Units (ITHAU)

ITHAX Acquisition Corp III (ITHAU) is a newly incorporated blank check company, also known as a special purpose acquisition company (SPAC). According to its public disclosures, it was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

The company’s units trade on the Nasdaq Global Market under the ticker symbol ITHAU. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. As described in its offering documents and Form 8-K, each whole warrant entitles the holder to purchase one Class A ordinary share at a specified exercise price, and only whole warrants are exercisable. Once the securities comprising the units trade separately, the Class A ordinary shares and redeemable warrants are expected to trade on Nasdaq under the symbols ITHA and ITHAW, respectively.

ITHAX Acquisition Corp III is sponsored by ITHAX Acquisition Sponsor III LLC. Public information states that the sponsor is associated with Ithaca Capital Partners through its founder, who serves as the company’s Chief Executive Officer, Chief Financial Officer and Chairman. The company is organized in the Cayman Islands and, as indicated in its SEC filings, maintains principal executive offices in Miami, Florida.

Business focus and target sectors

While ITHAX Acquisition Corp III may pursue an initial business combination in any industry, it has stated an intention to concentrate its search on target businesses operating in specific sectors. These include asset management, leisure, hospitality, catering, travel, entertainment, gaming, lifestyle and related services. The company has also indicated an interest in businesses in these areas that are driven by next-generation technologies, including artificial intelligence (AI) and digital assets.

This stated focus provides insight into the types of private or public companies that ITHAX Acquisition Corp III may seek to combine with. However, as with other SPACs, there is no assurance that a business combination will occur in any particular sector, and the company retains flexibility to evaluate opportunities across industries, consistent with its governing documents and applicable regulations.

Structure of the offering and trust account

According to its press releases and Form 8-K, ITHAX Acquisition Corp III completed an initial public offering (IPO) of units on the Nasdaq Global Market. The company also completed a simultaneous private placement of warrants to its sponsor and to Cantor Fitzgerald & Co., which served as the sole book-running manager for the IPO. The private placement warrants are described as being generally identical to the public warrants, with certain differences related to transfer restrictions, redemption, exercise on a cashless basis and registration rights while held by the sponsor, Cantor or their permitted transferees.

As disclosed in the Form 8-K, the proceeds from the IPO and the private placement were placed into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The company states that, except for permitted withdrawals of interest to pay taxes, the funds in the trust account will not be released until the earliest of: (i) completion of the company’s initial business combination; (ii) redemption of public shares in connection with certain amendments to its charter; or (iii) redemption of public shares if the company does not complete an initial business combination within a specified period from the closing of the IPO, subject to applicable law.

Key agreements and governance framework

In connection with the IPO, ITHAX Acquisition Corp III entered into several material agreements, as described in its Form 8-K and related registration statement. These include:

• An Underwriting Agreement with Cantor Fitzgerald & Co. as representative of the underwriters.
• A Warrant Agreement with Continental Stock Transfer & Trust Company as warrant agent.
• A Letter Agreement among the company, its executive officers, its directors and the sponsor.
• An Investment Management Trust Agreement with Continental Stock Transfer & Trust Company as trustee.
• A Registration Rights Agreement among the company, the sponsor and Cantor Fitzgerald & Co.
• Two Private Placement Warrants Purchase Agreements, one with the sponsor and one with Cantor Fitzgerald & Co.
• An Administrative Services Agreement between the company and the sponsor.

The company also adopted an Amended and Restated Memorandum and Articles of Association in connection with the IPO. This amended charter, as referenced in the registration statement and Form 8-K, sets out the company’s corporate governance structure, including provisions related to its SPAC status, shareholder rights and the timing and conditions for completing an initial business combination.

Board of directors and committees

As disclosed in the Form 8-K, ITHAX Acquisition Corp III has a classified board of directors divided into three classes. In connection with the IPO, three directors were appointed to the board and to key committees. The board established an Audit Committee and a Compensation Committee, with specified directors serving as committee members and chairs. Each director entered into the Letter Agreement and an indemnity agreement in the form filed with the registration statement. These arrangements are typical for SPACs and provide a framework for oversight of financial reporting, internal controls and executive compensation.

SPAC status and investor considerations

ITHAX Acquisition Corp III is described in its filings as an emerging growth company under applicable U.S. securities laws. As a SPAC, it does not have an operating business of its own. Instead, its purpose is to identify and complete a business combination within a defined timeframe. Until such a transaction occurs, its activities are largely limited to organizational matters, evaluating potential targets, and complying with public company reporting obligations.

Investors and observers typically follow developments such as the announcement of a proposed business combination, shareholder votes on any proposed transaction, and any amendments to the company’s charter that affect redemption rights or the timeline for completing a deal. These events, if and when they occur, would be reflected in future SEC filings and public announcements by the company.