If You Invested in Ithax Acquisition Corp Iii (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.

Frequently Asked Questions about ITHAX Acquisition Corp III (ITHAU)

What is ITHAX Acquisition Corp III?
ITHAX Acquisition Corp III is a blank check company, or SPAC, formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, as stated in its public disclosures.

What sectors does ITHAX Acquisition Corp III intend to target?
According to its press releases, the company may pursue a business combination in any industry but currently intends to focus on businesses in asset management, leisure, hospitality, catering, travel, entertainment, gaming, lifestyle and related services, particularly those driven by next-generation technologies such as AI and digital assets.

On which exchange does ITHAX Acquisition Corp III trade and under what symbols?
The company’s units trade on the Nasdaq Global Market under the ticker symbol ITHAU. Once the securities trade separately, the Class A ordinary shares and redeemable warrants are expected to trade under the symbols ITHA and ITHAW, respectively, as described in its offering materials.

How are the ITHAX Acquisition Corp III units structured?
Each unit of ITHAX Acquisition Corp III consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a specified exercise price, and only whole warrants are exercisable, as disclosed in the company’s press releases and Form 8-K.

What is the purpose of the trust account mentioned in ITHAX Acquisition Corp III’s filings?
The company’s Form 8-K states that the proceeds from its IPO and private placement were placed in a U.S.-based trust account. These funds are intended to be used in connection with the company’s initial business combination or to redeem public shares under certain circumstances if a business combination is not completed within the specified timeframe.

Who manages the IPO and private placement for ITHAX Acquisition Corp III?
Cantor Fitzgerald & Co. served as the sole book-running manager for the IPO and is a party to several agreements with the company, including the underwriting agreement, a private placement warrants purchase agreement and the registration rights agreement, as described in the Form 8-K and related exhibits.

What agreements did ITHAX Acquisition Corp III enter into at the time of its IPO?
In connection with the IPO, the company entered into an underwriting agreement, a warrant agreement, a letter agreement with its officers, directors and sponsor, an investment management trust agreement, a registration rights agreement, two private placement warrants purchase agreements and an administrative services agreement, all of which are referenced in its Form 8-K.

Does ITHAX Acquisition Corp III currently operate an active business?
Based on its description as a blank check company and SPAC, ITHAX Acquisition Corp III does not operate an ongoing business of its own. Its primary objective is to identify and complete a business combination with one or more target businesses within a defined period, as set out in its charter and public filings.