As filed with the Securities and Exchange Commission on July [19], 2022
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT
Under
The Securities Act of 1933
(Exact name of Registrant as specified in its charter)
Delaware |
| 4700 |
| 88-3292448 |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
10800 Pecan Park Blvd.
Suite 315
Austin, Texas 78750
(650) 646-3320
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Prasad Gundumogula
Chief Executive Officer
10800 Pecan Park Blvd.
Suite 315
Austin, Texas 78750
(650) 646-3320
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael S. Lee, Esq.
Lynwood Reinhardt, Esq.
Panos Katsambas, Esq.
Reed Smith LLP
599 Lexington Avenue
New York, NY 10022
Tel: (212) 521-5400
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
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 7(a)(2)(B) of the Securities Act.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.
EXPLANATORY NOTE
This registration statement registers the resale by the selling securityholders named in this prospectus (or their permitted transferees) (the “Selling Securityholders”) of (i) up to 81,681,600 shares of Class A common stock, par value $0.0001 per share (the “New Mondee Common Stock”) of Mondee Holdings, Inc. (“New Mondee”) (including (a) 337,500 shares of New Mondee Common Stock that may be issued upon the exercise of outstanding warrants to purchase shares of ITHAX Class A ordinary shares issued in a private placement in connection with ITHAX’s initial public offering (the “private placement warrants”), (b) 7,000,000 shares of New Mondee Common Stock issued to certain of the Selling Securityholders in private placements pursuant to the terms of subscription agreements between such investors and ITHAX (such subscription agreements, as amended, the “Subscription Agreements” and such shares, the “PIPE Shares”), in connection with, and immediately prior to the consummation of, the business combination between ITHAX and Mondee described in the prospectus included in this registration statement (the “Business Combination”), (c) 60,800,000 shares of New Mondee Common Stock issued to Mondee Holdings, LLC in connection with the Business Combination (the “Merger Consideration”) (and subsequently distributed to the members of the Sponsor), (d) 6,500,000 shares of New Mondee Common Stock that will be held in escrow and vest over the four-year period following the closing of the Business Combination (the “Earn Out Shares”) and (e) 331,600 shares of New Mondee Common Stock issued to certain members of management of Mondee Holdings, LLC), and (ii) up to 337,500 private placement warrants. In addition, this registration statement registers the issuance by New Mondee of up to (i) 337,500 shares of New Mondee Common Stocks upon the exercise of the private placement warrants from time to time and (ii) 12,075,000 shares of New Mondee Common Stock upon the exercise of warrants to purchase shares of ITHAX Class A ordinary shares sold as part of ITHAX’s initial public offering (the “public warrants”) from time to time.
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated [ ], 2022
PRELIMINARY PROSPECTUS
PRIMARY OFFERING OF
UP TO 12,412,500 SHARES OF CLASS A COMMON STOCK
ISSUABLE UPON EXERCISE OF WARRANTS
SECONDARY OFFERING OF
UP TO 81,681,600 SHARES OF CLASS A COMMON STOCK AND
UP TO 337,500 WARRANTS TO PURCHASE CLASS A COMMON STOCK
MONDEE HOLDINGS, INC.
This prospectus relates to the resale by the selling securityholders named in this prospectus (or their permitted transferees) (the “Selling Securityholders”) of (i) up to 81,681,600 shares of New Mondee Common Stock (as defined herein) (including (a) 337,500 shares of New Mondee Common Stock that may be issued upon the exercise of the private placement warrants (as defined herein), (b) 7,000,000 PIPE Shares (as defined herein), which were issued to certain of the Selling Securityholders in private placements pursuant to the terms of the Subscription Agreements (as defined herein) in connection with, and immediately prior to the consummation of, the Business Combination (as defined herein) between ITHAX Acquisition Corp. (“ITHAX”) and Mondee Holdings II, Inc. (“Mondee”), (c) 60,800,000 shares of New Mondee Common Stock issued to Mondee Holdings, LLC in connection with the Business Combination (the “Merger Consideration”), (d) 6,500,000 shares of New Mondee Common Stock that will be held in escrow and vest over the four-year period following the closing of the Business Combination (the “Earn Out Shares”) and (e) 331,600 shares of New Mondee Common Stock issued to certain members of management of Mondee Holdings, LLC) and (ii) up to 337,500 private placement warrants (as defined herein) originally issued in a private placement that closed concurrently with ITHAX’s initial public offering. In addition, this prospectus relates to the issuance by New Mondee of up to 337,500 shares of New Mondee Common Stock upon the exercise of the private placement warrants from time to time and (ii) 12,075,000 shares of New Mondee Common Stock upon the exercise of public warrants (as defined herein) sold as part of ITHAX’s initial public offering.
The Selling Securityholders may offer all or part of the securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. These securities are being registered to permit the Selling Securityholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell these securities through ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales of securities offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
We are registering these securities for resale by the Selling Securityholders, or their donees, pledgees, transferees or other successors-in-interest (as a gift, pledge, partnership distribution or other non-sale related transfer) that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part. See “Plan of Distribution.” appearing elsewhere in this prospectus.
We will not receive any of the proceeds from the sale of the securities by the Selling Securityholders. We will receive proceeds from the exercise of the Warrants (as defined below) if the Warrants are exercised for cash. We believe the likelihood that the holders of our Warrants will exercise our Warrants for cash, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Warrants. When the market price for our Warrants is less than $11.50 per share (i.e., the Warrants are “out of the money”)[, which it is as of the date of this prospectus,]1 we believe the holders of our Warrants will be unlikely to exercise their Warrants. We will pay the expenses associated with registering the sales by the Selling Securityholders other than any underwriting discounts and commissions, as described in more detail in the section titled “Use of Proceeds” appearing elsewhere in this prospectus.
1 NTD: To be confirmed
Following the Business Combination, the ITHAX Class A ordinary shares were reclassified as shares of New Mondee Common Stock, and the Warrants became exercisable for shares of New Mondee Common Stock. The shares of New Mondee Common Stock and the Warrants of New Mondee are currently listed on The Nasdaq Global Market (“Nasdaq”) under the symbols “MOND” and “MONDW,” respectively.
In connection with the Business Combination, prior to Closing, ITHAX’s public stockholders exercised their right to redeem [23,311,532] shares of New Mondee Common Stock, which constituted [96.5%]% of the shares with redemption rights, for cash at a redemption price of approximately $10.01 per share, for an aggregate redemption amount of $[233,348,435]. The New Mondee Common Stock being offered for resale in this prospectus (collectively, the “Resale Securities”) represent a substantial percentage of the total outstanding shares of New Mondee Common Stock as of the date of this prospectus. The Resale Securities being offered in this prospectus represent approximately [87.2]% of our outstanding shares of New Mondee Common Stock, including Earn Out Shares. The sale of all the securities being offered in this prospectus, or the perception that these sales could occur, could result in a significant decline in the public trading price of our securities. For instance, Prasad Gundumogula, the Company’s chief executive officer, will have control over 83.1% of outstanding shares of New Mondee Common Stock, and upon expiration of certain lock-up restrictions entered into in connection with the Business Combination that will expire six months following the Business Combination, will be able to sell any or all of such shares for so long as the registration statement of which this prospectus forms a part is available for use. The frequency of such sales could cause the market price of our securities to decline or increase the volatility in the market price of our securities. Despite such a decline in the public trading price of our securities, the Selling Securityholders may still experience a positive rate of return on the securities they purchased due to the differences in the purchase prices described above and the public trading price of our securities.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.
We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for this prospectus and for future filings.
Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 12 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2022.
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, we and the Selling Securityholders hereunder may, from time to time, issue, offer and sell, as applicable, any combination of the securities described in this prospectus in one or more offerings. The Selling Securityholders may use this prospectus to sell up to an aggregate of 81,681,600 shares of New Mondee Common Stock and up to 337,500 private placement warrants from time to time through any means described in the section entitled “Plan of Distribution.” We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. We will receive proceeds from the exercise of the Warrants if the Warrants are exercised for cash. This prospectus also relates to the issuance by us of the shares of New Mondee Common Stock issuable upon exercise of the Warrants. See the section titled “Use of Proceeds.”
We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. Before purchasing any securities, you should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this prospectus titled “Where You Can Find Additional Information.”
Neither we nor the Selling Securityholders have authorized any person to provide you any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
“Mondee,” Mondee logos and other trademarks, service marks, and trade names of Mondee are registered and unregistered marks of Mondee Holdings, Inc. (i.e. New Mondee). Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders. We have omitted the ® and TM designations, as applicable, for the trademarks used in this prospectus.
Information contained in this prospectus concerning the market and the industry in which Mondee competes, including its market position, general expectations of market opportunity and market size, is based on information from various third-party sources, on assumptions made by Mondee based on such sources and Mondee’s knowledge of the markets for its services and solutions. Any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable; however, neither Mondee nor ITHAX has verified the accuracy or completeness of third-party data. The industry in which Mondee operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this prospectus are subject to change based on various factors, including those described in the section entitled “Risk Factors-Risks Related to Our Business and Industry and Risks Related to Ownership of Our Common Stock” and elsewhere in this prospectus.
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FREQUENTLY USED TERMS
Unless otherwise stated in this prospectus or the context otherwise requires, references to:
“Amended and Restated Warrant Agreement” are to that certain Amended and Restated Warrant Agreement, by and between Continental and ITHAX;
“Articles of Association” are to the amended and restated articles of association of ITHAX;
“Business Combination” are to the Domestication, the Mergers and other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing;
“Business Combination Agreement” are to that certain Business Combination Agreement, dated December 20, 2021, by and among ITHAX, ITHAX Merger Sub I, LLC, ITHAX Merger Sub II, LLC and Mondee, and as may be amended, supplemented or otherwise modified from time to time;
“Bylaws” are to the bylaws of New Mondee that became effective at the First Effective Time;
“Cantor” are to Cantor, Fitzgerald & Co., the representative of the several underwriters in ITHAX’s initial public offering;
“Charter” are to the amended and restated certificate of incorporation of New Mondee that became effective at the First Effective Time;
“Class A ordinary shares” are to the Class A ordinary shares, par value $0.001 per share, of ITHAX, which automatically converted, on a one-for-one basis, into shares of New Mondee Common Stock in connection with the Domestication;
“Class B ordinary shares” are to the 6,037,500 Class B ordinary shares, par value $0.001 per share, of ITHAX that were initially issued to the Sponsor in a private placement prior to ITHAX’s initial public offering and of which 10,000 were transferred to each of the ITHAX independent directors in October 2020, and, in connection with the Domestication, were converted into one share of Class B common stock, par value $0.001 per share, of New Mondee and, upon the First Effective Time, each issued and outstanding share of New Mondee Class B Common Stock was converted into one share of New Mondee Common Stock;
“Closing” are to the closing of the Transactions;
“Closing Date” are to July 18, 2022, the date the Closing actually occurred;
“Continental” are to Continental Stock Transfer & Trust Company, the Company’s transfer agent, warrant agent and trustee of the trust account;
“Domestication” are to the transfer by way of continuation and deregistration of ITHAX from the Cayman Islands and the continuation and domestication of ITHAX as a corporation incorporated in the State of Delaware, which was effectuated on July 18, 2022;
“Earn Out Shares” are to 6,500,000 shares of New Mondee Common Stock that will be held in escrow and vest over the four-year period following the closing of the Business Combination.
“Exchange Act” are to the Securities Exchange Act of 1934, as amended;
“Existing Governing Documents” are to the Memorandum of Association and the Articles of Association;
“extraordinary general meeting” are to the extraordinary general meeting of ITHAX at 11:00 AM ET on July 15, 2022, located at the offices of Reed Smith LLP, ITHAX’s U.S. counsel, located at 599 Lexington Avenue, 22nd Floor, New York, New York 10022;
“First Effective Time” are to the time at which the First Merger became effective;
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“First Merger” are to the time at which the First Merger Sub merged with and into Mondee, with Mondee being the surviving entity in the merger;
“First Merger Sub” are to ITHAX Merger Sub I, LLC, a Delaware limited liability company;
“GAAP” are to generally accepted accounting principles in the United States, as applied on a consistent basis;
“Governing Documents” are to the Charter and the Bylaws;
“initial public offering” or “IPO” are to ITHAX’s initial public offering that was consummated on February 1, 2021;
“Initial Stockholders” are to Sponsor and each of the directors and officers of ITHAX;
“Interim Period” are to the date of the Business Combination Agreement until the earlier of the First Effective Time, or the termination of the Business Combination Agreement;
“ITHAX” are to ITHAX Acquisition Corp., a Cayman Islands exempted company, prior to the consummation of the Business Combination;
“ITHAX Board” are to ITHAX’s board of directors;
“Memorandum of Association” are to the amended and restated memorandum of association of ITHAX;
“Merger Consideration” means to the 60,800,000 shares of New Mondee Common Stock issued to the Mondee Stockholder in the Business Combination;
“Mergers” are to the merger of First Merger Sub with and into Mondee pursuant to the Business Combination Agreement, with Mondee as the surviving company in the First Merger and the merger of Mondee with and into Second Merger Sub, with Second Merger Sub being the surviving entity in the Second Merger;
“Mondee” are to Mondee Holdings II, Inc., a Delaware corporation, and its consolidated subsidiaries;
“Mondee Common Stock” means the shares of common stock, par value $0.01 per share, of Mondee;
“Mondee Stockholder” means Mondee Holdings, LLC, a Delaware limited liability company and the sole holder of capital stock of Mondee prior to the consummation of the Business Combination;
“Mondee Subsidiary” or “Mondee Subsidiaries” are to those subsidiaries of Mondee;
“Nasdaq” are to the Nasdaq Global Market;
“New Mondee,” “we,” “us” or “our” are to ITHAX, a Delaware corporation, upon and after the Domestication;
“New Mondee Board” or “our Board” are to the board of directors of New Mondee after the consummation of the Business Combination;
“New Mondee Class B Common Stock” are to the Class B common stock, par value $0.001 per share, of New Mondee;
“New Mondee Common Stock” are to the Class A common stock, par value $0.0001 per share, of New Mondee;
“New Mondee Preferred Stock” are to the preferred stock, par value $0.0001 per share, of New Mondee;
“New Mondee Private Warrants” are to the currently outstanding 337,500 private placement warrants to purchase Class A ordinary shares of ITHAX that were issued by ITHAX in its initial public offering or the private placement warrants to purchase New Mondee Common Stock that were issued as a matter of law upon the conversion of the ITHAX private placement warrants in connection with the Domestication, as the context requires;
3
“ordinary shares” are to ITHAX’s Class A ordinary shares and Class B ordinary shares;
“PIPE Financing” are to the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors have collectively subscribed for an aggregate of 7,000,000 shares of New Mondee Common Stock for an aggregate purchase price of $70,000,000, which was consummated immediately prior to the First Effective Time;
“PIPE Investors” are to the certain “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and accredited investors who are party to the PIPE Financing;
“PIPE Shares” are to those 7,000,000 shares of New Mondee Common Stock issued pursuant to the PIPE Financing;
“private placement shares” are to the 675,000 Class A ordinary shares outstanding as of the date of this prospectus that underlie our private placement units that we issued in connection with the closing of our initial public offering or private placement shares that were issued as a matter of law upon the conversion of the ITHAX private placement warrants in connection with the Domestication, as the context requires;
“private placement warrants” are to the 337,500 private placement warrants outstanding as of the date of this prospectus that underlie our private placement units that we issued in connection with the closing of our initial public offering or the private placement warrants that were issued as a matter of law upon the conversion of the ITHAX private placement warrants in connection with the Domestication, as the context requires;
“private placement units” are to the 675,000 private placement units outstanding as of the date of this prospectus that were issued to the Sponsor and Cantor as part of the closing of our initial public offering (with the Sponsor purchasing 465,000 and Cantor purchasing 210,000 private placement units, respectively), which are substantially identical to the public units sold as part of the units in the initial public offering, subject to certain limited exceptions;
“pro forma” are to giving pro forma effect to the Business Combination, including the Mergers and the PIPE Financing;
“public stockholders” are to holders of public shares, whether acquired in ITHAX’s initial public offering or acquired in the secondary market;
“public shares” are to the currently outstanding 838,468 Class A ordinary shares of ITHAX, whether acquired in ITHAX’s initial public offering or acquired in the secondary market;
“public warrants” are to the currently outstanding 12,075,000 redeemable warrants to purchase Class A ordinary shares of ITHAX that were issued by ITHAX in its initial public offering or the redeemable warrants to purchase New Mondee Common Stock that were issued as a matter of law upon the conversion of the ITHAX public warrants in connection with the Domestication, as the context requires;
“Registration Statement” are to the registration statement of which this prospectus forms a part;
“SEC” are to the Securities and Exchange Commission;
“Second Effective Time” are to the time at which the Second Merger became effective
“Second Merger” are to the time at which Mondee merged with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of New Mondee;
“Second Merger Sub” are to ITHAX Merger Sub II, LLC, a Delaware limited liability company;
“Securities Act” are to the Securities Act of 1933, as amended;
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“Selling Securityholders” means the selling securityholders named in this prospectus.
“Sponsor” are to ITHAX Acquisition Sponsor LLC, a Delaware limited liability company;
“Sponsor Support Agreement” are to that certain Sponsor Agreement, dated as of December 20, 2021, by and among the Sponsor, ITHAX and Mondee, as amended and modified from time to time;
“Subscription Agreements” are to the subscription agreements, entered into by ITHAX and each of the PIPE Investors in connection with the PIPE Financing;
“Transactions” are to collectively, the Second Merger, the First Merger, and the other transactions contemplated by the Business Combination Agreement;
“transfer agent” are to Continental, the Company’s transfer agent;
“trust account” are to the trust account established at the consummation of ITHAX’s initial public offering that holds the proceeds of the initial public offering and is maintained by Continental, acting as trustee;
“units” are to the units of ITHAX, each unit representing one Class A ordinary share and one-half of one warrant to acquire one Class A ordinary share, that were offered and sold by ITHAX in its initial public offering and in its concurrent private placement; and
“Warrants” are to the public warrants and the private placement warrants.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding future events or future results, including those relating to the Business Combination; the benefits of the Business Combination; results of operations; financial condition; liquidity; prospects; growth; strategies and the markets in which Mondee operates, including estimates and forecasts of financial and operational metrics, projections of market opportunity and market share; future sales channels and strategies; and future expansion. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus include, for example, statements about:
| ● | changes in domestic and foreign business, market, financial, political, regulatory and legal conditions; |
| ● | the Company’s ability to execute its business strategy, including monetization of its products; |
| ● | the Company’s ability to implement its strategic initiatives and continue to innovate its existing services; |
| ● | the Company’s projected financial information, growth rate and market opportunity; |
| ● | the ability to maintain the listing of the New Mondee Common Stock and the warrants on the Nasdaq Global Market, and the potential liquidity and trading of such securities; |
| ● | the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of New Mondee to grow and retain its key employees; |
| ● | costs related to the Business Combination; |
| ● | changes in applicable laws or regulations; |
| ● | the Company’s ability to raise financing in the future and ability to continue as a going concern; |
| ● | the Company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors after the Business Combination; |
| ● | the Company’s ability to maintain relationships with customers and suppliers; |
| ● | the Company’s officers and directors allocating their time to other businesses and potentially having conflicts of interest with the Company’s business; |
| ● | the Company’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
| ● | the Company’s financial performance; |
| ● | the Company’s ability to expand or maintain its existing customer base; |
| ● | the Company’s ability to remediate its material weaknesses and maintain an effective system of internal control over financial reporting; |
| ● | the outcome of any legal proceedings that may be instituted against the Company; |
| ● | the effect of COVID-19 on the foregoing; |
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| ● | unfavorable conditions in the Company’s industry, the global economy or global supply chain, including financial and credit market fluctuations, international trade relations, pandemics (such as the COVID-19 pandemic), political turmoil, natural catastrophes, warfare (such as the conflict involving Russia and Ukraine), and terrorist attacks; and |
| ● | other factors detailed under the section entitled “Risk Factors.” |
We caution you that the foregoing list does not contain all of the forward-looking statements made in this prospectus.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, operating results, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. You should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
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PROSPECTUS SUMMARY
The following summary highlights information contained elsewhere in this prospectus. It does not contain all the information you should consider before investing in New Mondee Common Stock or Warrants. You should read this entire prospectus carefully, including the sections titled “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Where You Can Find Additional Information,” “Unaudited Pro Forma Condensed Combined Financial Information,” and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. In this prospectus, unless the context requires otherwise, all references to “we,” “our,” “us,” “New Mondee,” and the “Company” refer to Mondee Holdings, Inc. and its consolidated subsidiaries.
Mondee Holdings, Inc.
We are a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. We provide state-of the art technologies, operating systems and services that seamlessly enable travel transactions to better serve travelers directly or through travel affiliates. Our platforms currently provide over 50,000 travel affiliates and millions of consumers with modern applications and efficient operating systems, which access differentiated travel inventory. This travel inventory is among the industry’s broadest, covering network and low-cost air carriers, a broad spectrum of accommodations including hotels, ground transportation and ancillary products such as travel insurance, much of it at directly negotiated rates. The feature-rich platforms provide all modern consumer engagement services such as conversational commerce, seamless connectivity and 24/7 assistance, as well as operating systems with full financial technology, insurance and marketing technology services built in.
We have scaled our business rapidly by adding a large base of travel agent customers and extensive private fare content to its modern technology platforms through a series of acquisitions. Since our inception, we have made fourteen accretive business acquisitions, including four large North American, EMEA and Asian market ticket consolidators. We expanded the travel content available on our platform by entering further relationships with other travel market suppliers, including network airlines, low-cost carriers, hotel aggregators and lodging properties, creating an efficient global travel marketplace. This technology led enhancement and scaling of its platforms accelerated our growth in global markets, customer reach, revenue and profit. The company is also well positioned for the growth of the gig economy and work-from- anywhere lifestyle, with its subscription based self-service applications backed by 24/7 support services.
Our principal executive office is located currently at 10800 Pecan Park Blvd., Suite 315, Austin, TX 78750. Our telephone number is (650) 646-3320. For additional information, see “Business of Mondee.”
Background
On July 18, 2022, ITHAX, our legal predecessor and a special purpose acquisition company, consummated the previously announced Business Combination with Mondee Holdings II, Inc., pursuant to which, upon the Mergers, Mondee merged with and into Second Merger Sub, which survived as a wholly-owned subsidiary of ITHAX. The Business Combination was approved by ITHAX’s stockholders at an extraordinary general meeting held on July 15, 2022.
In connection with the closing of the Business Combination, our Certificate of Incorporation was amended and restated to, among other things, change ITHAX’s name to “Mondee Holdings, Inc.” and authorize the issuance of up to 750,000,000 shares of New Mondee Common Stock and 250,000,000 shares of New Mondee Preferred Stock. For more information, see the section titled “Description of Securities.”
On July 18, 2022, our Class A Common Stock and Warrants, formerly those of ITHAX, began trading on Nasdaq under the symbols “MOND” and “MONDW,” respectively.
Implications of Being an Emerging Growth Company
We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from
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the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies. As an emerging growth company, we can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of ITHAX’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means, among other things, the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.
Smaller Reporting Company
Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Even if we are no longer an emerging growth company, to the extent we qualify as a smaller reporting company, we may continue to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th.
Recent Developments
In June 2022, Mondee entered into a strategic partnership with Entertainment Benefits Group, LLC (“EBG”) to access EBG’s network of members and to provide reciprocal access to travel technology, complementary distribution networks and expanded travel and entertainment offerings. EBG is a leading e-commerce solutions provider and a market leader in merchandising thousands of attractions and activities, live events, hotel rooms, flights, vacation packages as well as other brands and services, through private employer and membership-based programs and other direct distribution channels. As part of the partnership, Mondee and EBG will cross-sell to their distribution networks, and EBG will have access to Mondee’s technology platform.
Summary of Risk Factors
New Mondee’s business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary. The following is a summary of the principal risks faced by New Mondee:
Risks Related to Our Financial Condition and Status as an Emerging Growth Stage Company
We have experienced substantial growth over a limited period of time, which makes it difficult to forecast its future results of operations. If we are unable to manage and expand our growth or execute our growth strategies effectively, our business and prospects may be materially and adversely affected.
Risks Related to Our Business and Industry
The COVID-19 pandemic has had, and may continue to have, a material adverse impact on the travel industry, which could materially affect our business, liquidity, financial condition and operating results. Our liquidity and ongoing access to capital could be materially and negatively affected by the impacts of the COVID-19 pandemic. We have incurred negative cash flows and have had significant losses in the past and we may not be able to obtain additional capital.
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Risks Related to Our Dependence on Third Parties
Our business depends on our relationships with travel agencies, airlines and other travel businesses and third parties. Our business and results of operations could be adversely affected if one or more of our major travel suppliers suffers a deterioration in its financial condition or restructures its operations or as a result of consolidation in the travel industry, loses bookings and revenue.
Risks Related to Employee Matters, Managing Our Growth and Other Risks Related to Our Business
Our success depends in large part on our ability to attract and retain high quality management and operating personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be negatively impacted. We may not be able to accurately predict our future capital needs, and we may not be able to obtain additional financing to fund our operations on the terms and in the manner previously obtained. We may be unable to successfully close potential acquisitions, or successfully integrate the operations of such target businesses, if acquired, which could have an adverse impact on our business.
Risks Related to Intellectual Property, Information Technology, Data Security and Privacy
If we fail to develop new and innovative technologies or enhance our existing technologies and grow our systems and infrastructure in response to changing client demands and rapid technological change, our business may suffer. Cybersecurity attacks or security breaches could adversely affect our ability to operate, could result in personal information and our proprietary information being lost, stolen, made inaccessible, improperly disclosed or misappropriated and may cause us to be held liable or subject to regulatory’ penalties and sanctions and to litigation (including class action litigation), which could have a material adverse effect on our reputation and business.
Risks Related to Government Regulation, Tax and Litigation Matters
We may be unable to prevent unlawful or fraudulent activities in our operations, and we could be liable for such fraudulent or unlawful activities. We are subject to taxes in many jurisdictions globally. We are subject to anti-corruption, anti-money laundering, and economic sanctions laws and regulations in the jurisdictions in which we operate, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and regulations administered and enforced by the U.S. Treasury’ Department’s Office of Foreign Assets Control (“OFAC”). Failure to comply with these laws and regulations could negatively impact our business, results of operations and financial condition. We are and, from time to time we may be, involved in legal proceedings and may experience unfavorable outcomes, which could affect our business and results of operations.
Risks Related to Our Organization and Structure
We are currently relying on the “controlled company” exemption under the Nasdaq Stock Market Listing Rules, pursuant to which “controlled companies” are exempt from certain corporate governance requirements otherwise applicable under Nasdaq listing rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.
Risks Related to Ownership of Our Common Stock
If we fail to comply with the listing requirements of Nasdaq, we would face possible delisting, which would result in a limited public market for our securities and make obtaining future debt or equity financing more difficult for us. An active trading market for the New Mondee Common Stock may never develop or be sustained, which may cause shares of the New Mondee Common Stock to trade at a discount to the price implied by the Business Combination and make it difficult to sell shares of New Mondee Common Stock. The market price of the New Mondee Common Stock may be volatile and fluctuate substantially, which could cause the value of your investment to decline and the exercise of outstanding public warrants may further dilute your investment. Ownership is concentrated among executive officers and directors of New Mondee, including New Mondee’s Chief Executive Officer.
Risks Related to New Mondee’s Business Following the Business Combination
We has incurred significant increased costs as a result of the Business Combination and will incur significant increased costs as a result of being a public company, and our management will be required to devote substantial time to new compliance initiatives.
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THE OFFERING
Issuer |
| Mondee Holdings, Inc. |
Issuance of shares New Mondee Common Stock | ||
Shares of New Mondee Common Stock issuable upon exercise of Warrants | Up to 12,412,500 shares of New Mondee Common Stock | |
Exercise Price of the Warrants | $11.50 per share, subject to adjustment as described herein. | |
Resale of private placement warrants and shares of New Mondee Common Stock | ||
Shares of New Mondee Common Stock offered by the Selling Securityholders hereunder | Up to 81,681,600 shares of New Mondee Common Stock (including (a) 337,500 shares of New Mondee Common Stock that may be issued upon exercise of the private placement warrants, (b) 7,000,000 PIPE Shares, (c) 60,800,000 shares of New Mondee Common Stock issued to Mondee Holdings, LLC in connection with the Business Combination (d) 6,500,000 shares of New Mondee Common Stock that will be held in escrow and vest over the four-year period following the closing of the Business Combination, and (e) 331,600 shares of New Mondee Common Stock issued to certain members of management of Mondee Holdings, LLC). | |
Private placement warrants offered by the Selling Securityholders hereunder | Up to 337,500 private placement warrants. | |
Redemption | The Warrants are redeemable in certain circumstances. See the section of this prospectus titled “Description of Securities - Warrants” for further discussion. | |
New Mondee Common Stock outstanding after the consummation of this offering and the Business Combination (after taking into account all redemptions) | [93,659,718] shares | |
Use of Proceeds | We will not receive any proceeds from the sale of our securities offered by the Selling Securityholders. We will receive up to an aggregate of approximately $142.7 million from the exercise of all Warrants, assuming the exercise in full of such Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants, if any, for general corporate purposes. See the section titled “Use of Proceeds” for more information. | |
Lock-Up Period | Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. However, the Company may choose to release one or more Selling Securityholders from the applicable lock-up period if we determine it is in our stockholders’ and our best interests, which would allow for earlier sales of shares of Class A Common Stock in the public market. See “Certain Relationships and Related Person Transactions Prior to the Business Combination — ITHAX—Registration Rights Agreement” for further discussion. | |
Risk Factors | See the section titled “Risk Factors” beginning on page 12 of this prospectus and other information included in this prospectus for a discussion of factors that you should consider carefully before deciding to invest in New Mondee Common Stock and Warrants. | |
Market for New Mondee Securities | New Mondee Common Stock and Warrants are listed on Nasdaq under the symbols “MOND” and “MONDW,” respectively. |
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RISK FACTORS
Investing in our securities involves a high degree of risk. Before making an investment decision, you should consider carefully the risks and uncertainties described below. Our business, operating results, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, operating results, financial condition and prospects could be adversely affected. In that event, the market price of the New Mondee Common Stock and Warrants could decline, and you could lose part or all of your investment. The risks discussed below may not prove to be exhaustive and are based on certain assumptions that later may prove to be incorrect or incomplete. Mondee may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair our business or financial condition.
Unless the context otherwise requires, any reference in this section of this prospectus to “the Company,” “we,” “us,” or “our” refers to New Mondee and its consolidated subsidiaries following the Business Combination.
Risks Related to Our Financial Condition and Status as an Early Stage Company
We have experienced substantial growth over a limited period of time, which makes it difficult to forecast its future results of operations.
Since 2015, we have experienced substantial growth in net revenue as a result of organic activities as well as through a series of acquisitions. During the period from 2015 to 2019, net revenues derived from business activity at the beginning of the period generated a cumulative annual growth rate (“CAGR”) of approximately 40%, and when including the contribution from businesses acquired during the period, a CAGR of approximately 62%. In light of this substantial growth within a limited period of time, our historical results should not be considered indicative of our future performance. Furthermore, our ability to accurately forecast results of operations in the future is limited and subject to a number of uncertainties, including our ability to plan for and model future growth and our ability to develop new products and services. In future periods, our growth could slow or decline for a number of reasons, including but not limited to slowing demand, increased competition, changes to technology, inability to scale up our technology, a decrease in the growth of the market, or our failure, for any reason, to continue to take advantage of growth opportunities.
We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties and its future growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from its expectations, and its business could suffer.
If we are unable to manage and expand our growth or execute our growth strategies effectively, our business and prospects may be materially and adversely affected.
We may not be able to scale our business quickly enough to meet customer and market demand, which could result in lower profitability or cause it to fail to execute on its business strategies. In order to grow our business, we will need to continue to evolve and scale our business and operations to meet customer and market demand. Evolving and scaling our business and operations places increased demands on our management as well as its financial and operational resources to:
| ● | attract new customers and grow our customer base; |
| ● | maintain and increase the rates at which existing customers use New Mondee’s platform, sell additional products and services to our existing customers, and reduce customer churn; |
| ● | invest in our platform and product offerings; |
| ● | effectively manage organizational change; |
| ● | accelerate and/or refocus research and development activities; |
| ● | increase sales and marketing efforts; |
| ● | broaden customer-support and services capabilities; |
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| ● | maintain or increase operational efficiencies; |
| ● | implement appropriate operational and financial systems; and |
| ● | maintain effective financial disclosure, controls and procedures. |
If we cannot evolve and scale its business and operations effectively, we may not be able to execute our business strategies in a cost-effective manner and its business, financial condition, profitability and results of operations could be adversely affected.
We may experience significant fluctuations in our operating results and rates of growth.
Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all. Our success will depend upon our ability to successfully expand its solutions and services, retain customers, bring in new customers and retain critical talent.
Our business depends on our marketing efficiency and the general effectiveness of our marketing efforts.
Our success relies on efficiently marketing to corporate entities, travel agents, travel management companies and end consumers. Our business to business marketing aims to drive activity and attract businesses to our platforms and websites, and our business to business to consumer marketing aims to drive engagement with these businesses, travelers and end users of our products.
We may be successful in attracting new customers and/or members in the form of corporations, travel agents, travel management companies or entities. However, there is a risk that these customers’ end consumers will not engage with or use our products at a rate where we will see a significant revenue increase from such customers because we depend on their relationships with our corporate customers, travel agents and travel management companies to help drive this engagement.
We rely on the value of our brands, and the costs of maintaining and enhancing our brand awareness are increasing.
We invest considerable financial and human resources in our brands in order to retain and expand our customer base in existing and emerging markets. We expect that the cost of maintaining and enhancing our brands will continue to increase, and given the economic uncertainty and unpredictability around when the travel industry will recover, decisions we make on investing in brands could be less effective and costlier than expected.
In recent years, certain online travel companies and metasearch websites expanded their offline and digital advertising campaigns globally, increasing competition for share of voice, and we expect this activity to continue in the future. We are also pursuing and expect to continue to pursue long-term growth opportunities, particularly in emerging markets, which have had and may continue to have a negative impact on our overall marketing efficiency. Our efforts to preserve and enhance customer awareness of our brands may not be successful, and even if we are successful in our branding efforts, such efforts may not be cost-effective or as efficient as they have been historically, resulting in less direct traffic and increased customer acquisition costs. Moreover, branding efforts with respect to some brands within the New Mondee portfolio have in the past, and may in the future, result in marketing inefficiencies and may negatively impact growth rates of other brands within our portfolio. In addition, our decisions over allocation of resources and choosing to invest in branding efforts for certain brands in our portfolio at the expense of not investing in, or reducing our investments in, other brands in our portfolio could have an overall negative financial impact. If we are unable to maintain or enhance customer awareness of our brands and generate demand in a cost-effective manner, it would have a material adverse effect on our business and financial performance.
Risks Related to Mondee’s Business and Industry
The COVID-19 pandemic has had, and may continue to have, a material adverse impact on the travel industry, which could materially affect our business, liquidity, financial condition and operating results.
In response to the COVID-19 pandemic, many governments around the world have implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, quarantine advisories, shelter-in-place orders, required closures of non-essential businesses and additional restrictions on businesses as part of re-opening plans. These government mandates have had a significant negative impact on the travel industry and many of the travel suppliers on which our business relies, as well as on our workforce, operations and clients. While
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many existing restrictions have begun to be lifted, there remains uncertainty around the impact of the new variants of COVID-19, if additional restrictions may be initiated, if there will be changes to travel behavior patterns when government restrictions are fully lifted, the continued efficacy of existing vaccines against the new variants and the timing of distribution and administration of vaccines globally.
The COVID-19 pandemic and the resulting economic conditions and government orders forced many of our travel suppliers, including airlines and hotels, to pursue cost reduction measures and seek financing, including government financing and support, in order to reduce financial distress and continue operating, and to curtail drastically their service offerings. The COVID-19 pandemic has resulted, and may continue to result, in the restructuring or bankruptcy of certain of those travel suppliers, and renegotiation of the terms of our agreements with them. In addition, the COVID-19 pandemic resulted in a material decrease in business and consumer spending and an unprecedented decline in transaction volumes in the global travel industry. Our financial results and prospects are largely dependent on these transaction volumes. As a result, our financial results for the year ended December 31, 2020 and the results for the 2021 fiscal year were significantly and negatively impacted, with a material decline in total revenues, net income, cash flow from operations and Adjusted EBITDA, as compared to 2019. This downward trend could continue for an unpredictable period.
Starting as of the fourth quarter of 2020, many COVID-19 vaccines were approved for widespread distribution across the world. Nevertheless, notwithstanding widespread vaccine distribution across the world, new variants of COVID-19, such as the Delta and Omicron variants have been identified in the second half of 2021 and early 2022. Accordingly, there remains uncertainty around the path to full economic and travel recovery from the COVID-19 pandemic due to the challenging logistics of distributing the vaccines globally, adoption of vaccines globally, travel restrictions, as well as the unknown impact of the new variants of COVID-19. As a result, we are unable to predict accurately the impact that the COVID-19 pandemic will have on our business going forward. While travel has historically been resilient to macroeconomic events, with the continued spread of COVID-19 and other variants throughout the world, the COVID-19 pandemic and its effects could continue to have an adverse impact on our business, financial condition, results of operations and cash flows for the foreseeable future. Recent trends have shown that the widespread distribution and adoption of effective vaccines, as well as treatments, help encourage a return to travel, but the timing and further extent of those developments remains uncertain, particularly in light of the identification of new variants of COVID-19.
We have incurred negative cash flows from operating activities and significant losses from operations in the past and if we are not able to raise additional capital when desired and on reasonable terms, our business, results of operations, and financial condition could be adversely affected.
We have incurred negative cash flows from operating activities and significant losses from operations in the past as reflected in our accumulated deficit of $190 million as of December 31, 2021. We believe that current cash and cash equivalents, as well as the $15.0 million unused line of credit, will be sufficient to fund our operations for at least the next 12 months. Our future capital requirements, however, will depend on many factors, including the on-going effects of the COVID-19 pandemic, consolidation of the travel industry, changes in the general market conditions for travel services, and future business combinations. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. From time to time, we may seek to raise additional funds through equity and debt. If we are unable to raise additional capital when desired and on terms acceptable to us, our business, results of operations, and financial condition could be adversely affected.
Our liquidity and ongoing access to capital could be materially and negatively affected by the impacts of the COVID-19 pandemic.
Our continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing and our operating performance. Since the COVID-19 pandemic, there has been increased volatility in the financial and securities markets, which has generally made access to capital less certain and has increased the cost of obtaining new capital. We intend to use the proceeds of the Business Combination to refinance substantially all or a substantial portion of our current outstanding indebtedness. However, we may need to obtain debt financing in the future to fund our operations, and there is no guarantee that such debt financing will be available in the future, or that it will be available on commercially reasonable terms, in which case we may need to seek other sources of funding. In addition, the terms of future debt agreements could include restrictive covenants, which could restrict our business operations.
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The COVID-19 pandemic and the measures taken to contain it have and will continue to have an adverse impact on our financial condition and results of operations, if measures taken by management to ameliorate the impact of these COVID-19 realted uncertainties are not successful or sufficient we may be unable to continue to fund our operations, develop our platform, or discharge our liabilities in the normal course of business.
Our negative cash flows from operating activities and significant losses from operations during the COVID-19 pandemic, as well as our growth plans, create the need for additional capital. There are uncertainties surrounding our ability to raise such capital, and our financial condition could be adversely affected. The continued COVID-19 pandemic and measures taken to contain it, including, but not limited to, voluntary and mandatory quarantines, stay-at-home orders, travel restrictions and advisories, limitations on gatherings of people and reduced operations and extended closures of businesses have and may continue to have an adverse impact on travel transaction volumes resulting in a material decline in net revenues, net income, cash flow from operations and Adjusted EBITDA, as compared to pre-COVID-19 pandemic results. To address the adverse impact of the COVID-19 pandemic, management have taken specific actions including, renegotiating certain terms and conditions of our loans with our lenders to defer interest payments and thereby manage our cash; raising additional capital through external borrowings; restructuring accounts payable to accommodate a longer time horizon for payment; as well as investing in and developing our platform to increase operating efficiencies and to reduce labor expenses.
While there is current evidence of the travel market transactions recovering, management will continue to monitor impacts on travel transaction volumes of the COVID-19 virus and future variants on a real-time basis and will update and immediately enact initiatives to scale the business infrastructure and operating expenses up or down as appropriate to ensure optimal earnings and cash flows in future periods. In addition, management will coordinate with suppliers, operating partners and its financial partners to attempt to arrange adequate capital to withstand potential COVID-19 induced volume variability. If we are unable to raise additional capital, increase operating efficiencies or reduce expenses we may be unable to continue to fund our operations, develop our platform, or discharge our liabilities in the normal course of business.
We have pledged substantially all of the assets of the Company and its Parent under the TCW Agreement. If the Lenders accelerate the repayment of borrowings, we may not have sufficient assets to repay them and we could experience a material adverse effect on our financial condition and results of operations.
On December 23, 2019, the Company, entered into a financing agreement (as amended from time to time, the “TCW Agreement”) with TCW (‘Lenders’) consisting of a $150 million multi-draw term loan in aggregate, of which the first draw was for a principal amount of $95 million. On February 6, 2020, the Company entered into a first amendment to the TCW Agreement and an incremental joinder with TCW for an aggregate principal amount of $55 million. These facilities are guaranteed by the Company and Mondee Holdings LLC and are secured by substantially all of the assets of the Company. To date, the Company has entered into a number of amendments to the TCW Agreement, including amendments that deferred the quarterly repayments of principal until the Closing, quarterly repayments of interest until September 30, 2022, and obligates the Company to make a principal prepayment of at least $40 million on the Closing date. However, if for whatever reason we unable to make scheduled payments when due or to repay such indebtedness by the schedule maturity date, we would seek the further consent of our Lenders to modify such terms. Although our Lenders have previously agreed to seven prior modifications of the TCW Agreement, there is no assurance that it will agree to any such modification and could then declare an event of default. Upon the occurrence of an event of default under the TCW Agreement, the Lenders could elect to declare all amounts outstanding thereunder to be immediately due and payable. We have pledged substantially all of the assets of the Company under the TCW Agreement. If the Lenders accelerate the repayment of borrowings, we may not have sufficient assets to repay them and we could experience a material adverse effect on our financial condition and results of operations.
Consolidation in the travel industry may result in lost bookings and reduced revenue.
Consolidation among travel providers, including airline mergers and alliances, may increase competition from distribution channels related to those travel providers and place more negotiating leverage in the hands of those travel providers to attempt to lower booking fees further and to lower commissions. Examples include the merger of United and Continental Airlines, the merger of American Airlines and US Airways, the acquisition of AirTran Airways by Southwest Airlines, the merger of British Airways and Iberia and subsequent acquisitions of Aer Lingus and Vueling and the acquisition of Virgin America by Alaska Air Group. In addition, cooperation has increased within the oneworld, SkyTeam and Star Alliance. Changes in ownership of travel providers may also cause them to direct less business towards us. If we are unable to compete effectively, our suppliers could limit our access to their content, including exclusive content, and favorable fares and rates and other incentives, which could adversely affect our results of operations.
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Mergers and acquisitions of airlines may also result in a reduction in total flights and overall passenger capacity and higher fares, which may adversely affect the ability of our business to generate revenue.
Consolidation among travel agencies and competition for clients may also adversely affect our results of operations, since we compete to attract and retain clients. In addition, decisions by airlines to surcharge the channel represented by travel management companies and travel agencies, for example, by surcharging fares booked through or passing on charges to travel management companies and travel agencies, or introduction of such surcharges to fares booked through the Global Distribution Systems through which a material share of our content is sourced, could have an adverse impact on our business, particularly in regions in which our GDS is a significant source of bookings for an airline choosing to impose such surcharges.
To compete effectively, we may need to increase incentives, pre-pay incentives, discount or waive product or service fees or increase spending on marketing or product development. Further, as consolidation among travel providers increases, the potential adverse effect of a decision by any particular significant travel provider (such as an airline) to withdraw from or reduce its participation in our services also increases. The COVID-19 pandemic has increased the risk that the third parties we work with may voluntarily or involuntarily declare bankruptcy or otherwise cease or limit their operations, which could harm our business and results of operations. In particular, the potential harm to our business and results of operations is greater if there are bankruptcies or closures of larger partners such as airlines.
Adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside our control could materially affect our business, liquidity, financial condition and operating results.
Our revenue is derived from the global travel industry and would be significantly impacted by declines in, or disruptions to, travel activity, particularly air travel. Global factors over which we have no control but which could impact our clients’ willingness to travel and, depending on the scope and duration, cause a significant decline in travel volumes include, among other things:
| ● | widespread health concerns, epidemics or pandemics, such as the COVID-19 pandemic, the Zika virus, H1N1 influenza, the Ebola virus, avian flu, SARS or any other serious contagious diseases; |
| ● | global security concerns caused by terrorist attacks, the threat of terrorist attacks, or the precautions taken in anticipation of such attacks, including elevated threat warnings or selective cancellation or redirection of travel; |
| ● | cyber-terrorism, political unrest, the outbreak of hostilities or escalation or worsening of existing hostilities or war; |
| ● | natural disasters or severe weather conditions, such as hurricanes, flooding and earthquakes; |
| ● | climate change-related impact to travel destinations, such as extreme weather, natural disasters and disruptions, and actions taken by governments, businesses and supplier partners to combat climate change; |
| ● | the occurrence of travel-related accidents or the grounding of aircraft due to safety concerns; and |
| ● | adverse changes in visa and immigration policies or the imposition of travel restrictions or more restrictive security procedures. |
| ● | Any decrease in demand for consumer or business travel could materially and adversely affect our business, financial condition and results of operations. |
Our business and financial performance is affected by macroeconomic conditions. Travel expenditures are sensitive to personal and business-related discretionary spending levels and tend to decline or grow more slowly during economic downturns, including during periods of slow, slowing or negative economic growth, higher unemployment or inflation rates, weakening currencies and concerns over government responses such as higher taxes or tariffs, increased interest rates and reduced government spending. Concerns over government responses to declining economic conditions such as higher taxes and reduced government spending could impair consumer and business spending and adversely affect travel demand. In addition, our relative exposure to certain sectors versus the broader economy may mitigate or exacerbate the effect of macroeconomic conditions. The global travel industry, which historically has grown at a rate in excess of global GDP growth during economic expansions, has experienced cyclical downturns in the past in times of economic decline or uncertainty. Future adverse economic developments in areas such as employment levels,
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business conditions, interest rates, tax rates, environmental impacts, fuel and energy costs and other matters could reduce discretionary spending and cause the travel industry to contract. The uncertainty of macroeconomic factors and their impact on client behavior, which may differ across regions, makes it more difficult to forecast industry and client trends and the timing and degree of their impact on our markets and business, which in turn could adversely affect our ability to effectively manage our business and could materially and adversely affect our business, financial condition and results of operations.
Our international business exposes us to geo-political and economic risks associated with doing business in foreign countries. We have operations in the U.S., Canada, India, Thailand, and several other countries worldwide, and we indirectly provide services to travelers worldwide through our partners and affiliates. Our international operations can pose complex management, compliance, foreign currency, legal, tax, labor, data privacy and economic risks that we may not adequately address, including changes in the priorities and budgets of international travelers and geo-political uncertainties, which may be driven by changes in threat environments and potentially volatile worldwide economic conditions, various regional and local economic and political factors, risks and uncertainties, as well as U.S. foreign policy. We are also subject to a number of other risks with respect to our international operations, including:
| ● | the absence in some jurisdictions of effective laws to protect our intellectual property rights; |
| ● | multiple and possibly overlapping and conflicting tax laws; |
| ● | duties, taxes or government royalties, including the imposition or increase of withholding and other taxes on the activities of, and remittances and other payments by, our non-U.S. subsidiaries; |
| ● | restrictions on movement of cash; |
| ● | the burden of complying with a variety of national and local laws; |
| ● | political instability; |
| ● | currency fluctuations; |
| ● | longer payment cycles; |
| ● | price controls or restrictions on exchange of foreign currencies; |
| ● | trade barriers; and |
| ● | potential travel restrictions. |
The existence of any one of these risks could harm our international business and, consequently, our operating results. Additionally, operating in international markets requires significant management attention and financial resources. We cannot be certain that the investment and additional resources required to operate in other countries will produce desired levels of revenue or net income.
Complaints from travelers or negative publicity about our services can diminish client confidence and adversely affect our business.
Client complaints or negative word-of-mouth or publicity about our services or operations could severely diminish client confidence in and use of our services. To maintain good client relations, we must ensure that our travel advisors and partners and affiliates provide prompt, accurate and differentiated client service. Effective client service requires significant personnel expense and investment in developing programs and technology infrastructure to help our travel advisors, partners and affiliates carry out their functions. These expenses, if not managed properly, could significantly impact our profitability. Failure to properly manage our travel advisors, partners and affiliates could compromise our ability to handle client complaints effectively. If we do not handle client complaints effectively, our reputation and brand may suffer, and we may lose our customers’ confidence, which could reduce revenues and profitability.
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Our indebtedness could adversely affect our business and growth prospects.
We have existing indebtedness, and we may be able to incur additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. Although the agreements governing our existing indebtedness contain restrictions on the incurrence of additional indebtedness and liens, these restrictions are subject to several significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If we do so, the risks related to our high level of debt could increase. Specifically, our high level of debt could have important consequences, including the following:
| ● | it may be difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt; |
| ● | our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions or other general corporate purposes may be impaired; |
| ● | a substantial portion of cash flow from operations is required to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities and other purposes; |
| ● | we could be more vulnerable to economic or business downturns, adverse industry conditions and other factors affecting our operations, and our flexibility to plan for, or react to, changes in our business or industry is more limited; |
| ● | our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our high level of debt and the restrictive covenants in our existing or future indebtedness; |
| ● | the Company’s ability to receive distributions from its subsidiaries and to pay taxes, expenses and dividends may be adversely affected by the terms of our debt; |
| ● | increases in interest rates would increase the cost of servicing our debt; and |
| ● | our ability to borrow additional funds or to refinance debt may be limited. |
Moreover, in the event of a default under any of our indebtedness, the holders of our indebtedness could elect to declare such indebtedness be due and payable and/or elect to exercise other rights, any of which could have a material adverse effect on our liquidity and our business, financial condition and results of operations.
We rely on internet search engines and application marketplaces to drive traffic to our platform, certain providers of which offer products and services that compete directly with ours. If links to our websites and apps are not displayed prominently, traffic to our platform could decline and our business would be negatively affected.
The number of consumers we attract to our platform is due in large part to how and where information from, and links to, our websites are displayed on search engine results pages, or SERPs. The display, including rankings, of search results can be affected by a number of factors, many of which are not in our control. Search engines frequently change the logic that determines the placement and display of the results of a user’s search, such that the purchased or algorithmic placement of links to our websites can be negatively affected. A search engine could alter its search algorithms or results causing our websites to place lower in search query results. For example, Google, a significant source of traffic to our websites, frequently promotes its own competing products in its search results, which has negatively impacted placement of references to our company and our websites on the SERP. If a major search engine changes its algorithms in a manner that negatively affects the search engine ranking of our websites or those of our travel partners, or if competitive dynamics impact the cost or effectiveness of SEO or SEM in a negative manner, our business and financial performance would be adversely affected. Furthermore, our failure to successfully manage our SEO and SEM strategies and/or other traffic acquisition strategies could result in a substantial decrease in traffic to our websites, as well as increased costs to the extent we replace free traffic with paid traffic.
We also rely on application marketplaces, or app stores such as Apple’s App Store and Google’s Play, to drive downloads of our apps. In the future, Apple, Google or other marketplace operators may make changes that make access to our products more difficult or may limit our access to information that would restrict our ability to provide the best user experience. For example, Google has entered various aspects of the online travel market, including by establishing a flight metasearch product and hotel metasearch product
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as well as reservation functionality. Our apps may receive unfavorable treatment compared to the promotion and placement of competing apps, such as the order in which they appear within marketplaces. In addition, Apple has announced new features that limit who has access to consumer data, including location information. Similarly, if problems arise in our relationships with providers of application marketplaces, traffic to our website and our user growth could be harmed.
The widespread adoption of teleconference and virtual meeting technologies could reduce the number of in-person business meetings and demand for travel and our services, which could adversely affect our business, financial condition and results of operations.
Our business and growth strategies rely in part upon our clients’ continued need for in-person meetings and conferences. Due to the COVID-19 pandemic, teleconference and virtual meeting technologies have become significantly more popular and many businesses have substituted these technologies for part or all of their in-person meetings and conferences. Even if and when the spread of COVID-19 is contained and travel and other restrictions are lifted, we cannot predict whether businesses will continue to choose to substitute these technologies for part or all of their in-person meetings and conferences and whether employer and employee attitudes toward business travel will change in a lasting way. Should businesses choose to continue to substitute these technologies for part or all of their in-person meetings and conferences and the preferences of our clients shift away from in-person meetings and conferences, it would adversely affect our business, financial condition and results of operations.
We operate in an increasingly competitive global environment and could fail to gain, or could lose, market share if we are unable to compete effectively with our current or future competitors.
The travel industry, and the business travel services industry, are highly competitive, and if we cannot compete effectively against the number and type of sellers of travel-related services, we may lose sales to our competitors, which may adversely affect our financial results and performance. We currently compete, and will continue to compete, with a variety of travel and travel-related companies, including other corporate travel management service providers, consumer travel agencies and emerging and established online travel agencies. We also compete with travel suppliers, such as airlines and hotels, where they market their products and services directly to travelers through platforms used by consumers to book and fulfill travel, including by offering more favorable rates, exclusive products/services and loyalty points to travelers who purchase directly from such travel suppliers through B2C channels. B2C may include business travelers who purchase travel outside of a company-sponsored and managed channel, or whose companies do not have such a channel. We compete, to a lesser extent, with credit card loyalty programs, online travel search and price comparison services, facilitators of alternative accommodations such as short-term home or condominium rentals and social media and e-commerce websites.
Some of our competitors may have access to more financial resources, greater name recognition and well- established client bases in their target client segments, differentiated business models, technology and other capabilities or a differentiated geographic coverage, which may make it difficult for us to retain or attract new clients.
We cannot assure you that we will be able to compete successfully against any current, emerging and future competitors or provide sufficiently differentiated products and services to our client and traveler base. Increasing competition from current and emerging competitors, consolidation of our competitors, the introduction of new technologies and the continued expansion of existing technologies may force us to make changes to our business models, which could materially and adversely affect our business, prospects, financial condition and results of operations. If we cannot compete effectively against the number and type of sellers of travel-related services, we may lose sales to our competitors, which may adversely affect our financial results and performance.
Our failure to quickly identify and adapt to changing industry conditions, trends or technological developments may have a material and adverse effect on us.
Certain results and trends related to our business and the travel industry more generally are based on preliminary data and assumptions, and as a result, are subject to change and may differ materially from what we expect. We present certain results and trends in this prospectus related to our business and the travel industry more generally, which are based on an analysis of then-available or preliminary data, and the results, related findings or conclusions are subject to change. No assurance can be given that these results and trends, or that our expectations surrounding our business or the travel industry, will be accurate. These risks are heightened by the uncertainty of the COVID-19 pandemic and its impact on the travel industry and our business. Further, unanticipated events and circumstances may occur and change the outlook surrounding our business and the travel industry in material ways. Accordingly, certain of our expectations related to our business and the travel industry more generally may not occur as expected, if at all, and actual results or trends presented may differ materially from what we expect.
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Operating as a public company will require us to incur substantial costs and will require substantial management attention. In addition, key members of our management team have limited experience managing a public company.
As a public company, we will face increased legal, accounting, administrative and other costs and expenses that we did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements require us to carry out activities we have not done previously. For example, we have created new board committees and adopted new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, see the risk factor below titled “We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner”), we could incur additional costs rectifying those issues, and the existence of those issues could harm our reputation or investor perceptions of us. It may also be more expensive to obtain director and officer liability insurance. Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on our Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs. In addition, we may be subject to stockholder activism, which can lead to additional substantial costs, distract management, and impact the manner in which we operate our business in ways that we cannot currently anticipate. As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors.
Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to the management and growth of New Mondee. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the U.S. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the U.S. may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.
Our failure to maintain effective internal controls over financial reporting could harm us.
Our management is responsible for establishing and maintaining adequate internal controls over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Under standards established by the Public Company Accounting Oversight Board (“PCAOB”), a deficiency in internal controls over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. The PCAOB defines a material weakness as a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected, on a timely basis. The PCAOB defines a significant deficiency as a deficiency, or a combination of deficiencies, in internal controls over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of a registrant’s financial reporting. We cannot assure you that material weaknesses and control deficiencies will not be discovered in the future. Our failure to maintain effective disclosure controls and internal controls over financial reporting could have an adverse effect on our business and could cause investors to lose confidence in our financial statements, which could cause a decline in the price of the New Mondee Common Stock, and we may be unable to maintain compliance with the Nasdaq listing standards. If we fail to maintain an effective system of internal controls, the accuracy and timing of our financial reporting may be adversely affected, and our liquidity and access to capital markets may be adversely affected, and we may be subject to regulatory investigations and penalties.
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Risks Related to Our Dependence on Third Parties
Our business depends on our relationships with travel agencies, travel management companies and other travel businesses and third parties.
If we are unable to maintain existing, and establish new, arrangements with travel suppliers, or if our travel suppliers and partners reduce or eliminate the commission and other compensation they pay us, our business and results of operations would be negatively impacted. Our business is dependent on our ability to maintain our relationships and arrangements with existing travel suppliers, such as airlines, hotels, car rentals, hotel consolidators, destination services companies and GDSs, as well as our ability to establish and maintain relationships with new travel suppliers. Adverse changes in key arrangements with our travel suppliers, including an inability of any key travel supplier to fulfill its payment obligation to us in a timely manner, increasing industry consolidation, changes in travel suppliers’ booking practices regarding groups, or our inability to enter into or renew arrangements with these parties on favorable terms, if at all, could reduce the amount, quality, pricing and breadth of the travel services and products that we are able to offer, which could adversely affect our business, financial condition and results of operations.
We generate a significant portion of our revenue from commissions and incentive payments from travel suppliers, especially airline suppliers, and GDSs. If, as a result of a reduction in volumes from airlines shifting volume away from GDSs to the International Air Transport Association’s New Distribution Capacity, or any other reason, travel suppliers or GDSs reduce or eliminate the commissions, incentive payments or other compensation they pay to us, our revenue may decline unless we are able to adequately mitigate such reduction by increasing the service fee we charge to our travelers or increasing our transaction volume in a sustainable manner. However, an increase in service fees may also result in a loss of potential travelers.
Although we generally maintain formal contractual relationships with our travel suppliers, we do currently, and may continue to, maintain more informal arrangements with certain travel suppliers, such as airlines, GDSs, hotels and other travel product companies, which can be terminated with or without notice and which can create uncertainty with respect to the agreed terms including pricing. If these arrangements are terminated unexpectedly, or there is disagreement regarding the terms of the agreement with such travel supplier, our financial results or operations could be negatively impacted.
We cannot assure you that our agreements or arrangements with our travel suppliers or travel-related service providers will continue or that our travel suppliers or travel-related service providers will not reduce commissions, terminate their contracts, make their products or services unavailable to us or default on or dispute their payment or other obligations with us, any of which could reduce our revenue and margins or may require us to initiate legal or arbitral proceedings to enforce contractual payment obligations, which may materially and adversely affect our business, financial condition and results of operations.
Our business and results of operations could be adversely affected if one or more of our major travel suppliers suffers a deterioration in its financial condition or restructures its operations or as a result of consolidation in the travel industry, loses bookings and revenue.
A substantial portion of our revenue is affected by the prices charged by our travel suppliers, including airlines, GDS service providers, hotels, destination service providers and car rental suppliers, and the volume of products offered by our travel suppliers. As a result, if one or more of our major suppliers suffers a deterioration in their financial condition or restructures their operations, it could adversely affect our business, financial condition and results of operations.
In particular, as a substantial portion of our revenue depends on our sale of airline flights, we could be adversely affected by changes in the airline industry, including consolidations or bankruptcies and liquidations, and in many cases, we have no control over such changes. Consolidation among travel suppliers, including airline mergers and alliances, may increase competition from direct distribution channels related to those travel suppliers and place more negotiating leverage in the hands of those travel suppliers to attempt to lower booking fees and to lower commissions. Changes in ownership of travel suppliers may also cause them to direct less business towards us. If we are unable to compete effectively, our suppliers could limit our access to their content, including exclusive content, and favorable fares and rates and other incentives, which could adversely affect our results of operations. Mergers and acquisitions of airlines may also result in adjustments to routes, a reduction in total flights and overall passenger capacity and changes in fares, which may adversely affect the ability of our business to generate revenue.
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Travel suppliers’ use of alternative distribution models, such as direct distribution models, could adversely affect our business.
Some of our travel suppliers, including some of our largest airline clients, have sought to increase usage of direct distribution channels. For example, these travel suppliers are trying to move more client traffic to their proprietary websites. This direct distribution trend enables them to apply pricing pressure on intermediaries and negotiate travel distribution arrangements that are less favorable to intermediaries. With travel suppliers’ adoption of certain technology solutions over the last decade, air travel suppliers have increased the proportion of direct bookings relative to indirect bookings. In the future, airlines may increase their use of direct distribution, which may cause a material decrease in their use of our services. Travel suppliers may also offer travelers advantages through their websites such as special fares and bonus miles, which could make their offerings more attractive than those available from us.
In addition, with respect to ancillary products, travel suppliers may choose not to comply with the technical standards that would allow ancillary products to be immediately distributed via intermediaries, thus resulting in a delay before these products become available through us relative to availability through direct distribution. In addition, if enough travel suppliers choose not to develop ancillary products in a standardized way with respect to technical standards our investment in adapting our various systems to enable the sale of ancillary products may not be successful.
Companies with close relationships with end consumers, like Facebook, as well as new entrants introducing new paradigms into the travel industry, such as metasearch engines, like Google, may promote alternative distribution channels by diverting client traffic away from intermediaries and travel agents, which may adversely affect our business.
Risks Related to Employee Matters, Managing Our Growth and Other Risks Related to Our Business
Our success depends in large part on our ability to attract and retain high quality management and operating personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be negatively impacted.
Our ability to identify, hire and retain senior management and other qualified personnel is critical to our results of operations and future growth. Much of our future success depends on the continued service, availability and performance of our senior management and other qualified personnel, particularly our professionals with experience in the travel industry. Any of these individuals may choose to terminate their employment with us at any time. The loss of any of these individuals could harm our business and reputation, especially if we have not been successful in developing adequate succession plans. Our business is also dependent on our ability to retain, hire and motivate talented, highly skilled personnel across all levels of our organization. We may experience higher compensation costs to retain senior management and qualified personnel that may not be offset by improved productivity or increased sales. If we are unable to continue to successfully attract and retain key personnel, our business may be harmed.
As we continue to grow, including from the integration of employees and businesses acquired in connection with previous or future acquisitions, we may find it difficult to hire, integrate, train, retain and motivate personnel who are essential to our future success.
We may not be able to accurately predict our future capital needs, and we may not be able to obtain additional financing to fund our operations on the terms and in the manner previously obtained.
We may need to raise additional funds in the future. Any required additional financing may not be available on terms acceptable to us, or at all. If we raise additional funds by issuing equity securities or convertible debt, investors may experience significant dilution of their ownership interest, and the newly issued securities may have rights senior to those of the holders of the New Mondee Common Stock. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility and would also require us to incur interest expense. Higher interest rates could increase debt service requirements on our current variable rate indebtedness, and on any debt we subsequently incur, and could reduce funds available for operations, future business opportunities or other purposes. If we need to repay debt during periods of rising interest rates, we could be required to refinance our then-existing debt on unfavorable terms or liquidate one or more of our assets to repay such debt at times which may not permit realization of the maximum return on such assets and could result in a loss. The occurrence of either or both of such events could materially and adversely affect our profitability, cash flows and results of operations. If additional financing is not available when required or is not available on acceptable terms, we may have to scale back our operations, and we may not be able to expand our business, take advantage of business opportunities or respond to competitive pressures, which could negatively impact our revenue and the competitiveness of our services.
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Our success is subject to the development of new products and services over time.
Our growth occurs organically and through mergers and acquisitions. Although we develop products in-house by adding new features and improving upon existing technology, we heavily rely on mergers and acquisitions to expand our customer base.
We pursue growth opportunities by acquiring complementary businesses, solutions or technologies through strategic transactions, investments or partnerships. The identification of a suitable acquisition, strategic investment or strategic partnership candidate can be costly and time consuming and can distract our management team from its current operations. If such strategic transactions require us to seek additional debt or equity financing, we may not be able to obtain such financing on terms favorable to New Mondee or at all, and such transactions may adversely affect our liquidity and capital structure. Any strategic transaction might not strengthen our competitive position, may increase some of its risks, and may be viewed negatively by our customers, partners or investors.
Even if we successfully complete a strategic transaction, we may not be able to effectively integrate the acquired business, technology, systems, control environment, solutions, personnel or operations into our business. We may experience unexpected changes in how we are required to account for strategic transactions pursuant to U.S. GAAP and may not achieve the anticipated benefits of any strategic transaction. We may sustain unexpected costs, claims or liabilities that it incurs during the strategic transaction or that we assume from the acquired company, or we may discover adverse conditions post acquisition for which we have limited or no recourse.
We may be unable to successfully close potential acquisitions, or successfully integrate the operations of such target businesses, if acquired, which could have an adverse impact on our business.
Acquisitions have been and are expected to continue to be a critical part of our growth strategy. The travel service industry is highly competitive, and we face competition for acquisition opportunities from many other entities, including financial investors, some of which are significantly larger, have greater resources and lower costs of capital and are well established and have extensive experience in identifying and completing acquisitions. This competitive market for a small number of business opportunities may make it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not complete acquisitions successfully that we target in the future. Our business is subject to regulation in the U.S. and the other jurisdictions in which we operate, and any failure to comply with such regulations or any changes in such regulations could adversely affect us. If we cannot identify and purchase a sufficient quantity of profitable businesses at favorable prices, or if we are unable to finance acquisition opportunities on commercially favorable terms, our business, financial condition or results of operations could be materially adversely affected.
Acquisition activity presents certain risks to our business, operations and financial condition, and we may not realize the financial and strategic goals contemplated at the time of a transaction. Our ability to successfully implement our acquisition strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions, and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions.
Mergers and acquisitions are inherently risky, and any mergers and acquisitions that we complete may not be successful. The process of integrating an acquired company’s business into our operations and investing in new technologies is challenging and may result in expected or unexpected operating or compliance challenges, which may require significant expenditures and a significant amount of our management’s attention that would otherwise be focused on the ongoing operation of our business. The potential difficulties or risks of integrating an acquired company’s business include the following, among others, which risks can be magnified when one or more integrations are occurring simultaneously or within a small period of time:
| ● | the effect of the acquisition on our financial and strategic positions and our reputation; |
| ● | risk that we are unable to obtain the anticipated benefits of the acquisition, including synergies, economies of scale, revenues and cash flow; |
| ● | retention risk with respect to key clients, service providers and travel advisors, and challenges in retaining, assimilating and training new employees; |
| ● | potential increased expenditure on human resources and related costs; |
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| ● | retention risk with respect to an acquired company’s key executives and personnel; |
| ● | potential disruption to our ongoing business; |
| ● | especially high degree of risk for investments in immature businesses with unproven track records and technologies, with the possibility that we may lose the value of our entire investments or incur additional unexpected liabilities; |
| ● | risk of entering new jurisdictions and becoming subject to foreign laws and regulations not previously applicable to us; |
| ● | potential diversion of cash for an acquisition, ongoing operations or integration activities that would limit other potential uses for cash including IT, infrastructure, marketing and other investments; |
| ● | the assumption of known and unknown debt and other liabilities and obligations of the acquired company; |
| ● | potential integration risks related to acquisition targets that do not maintain internal controls and policies and procedures over financial reporting as would be required of a public company, which may amplify our risks and liabilities with respect to our ability to maintain appropriate internal controls and procedures; |
| ● | inadequacy or ineffectiveness of an acquired company’s disclosure controls and procedures and/or environmental, health and safety, anti-corruption, human resources or other policies and practices; |
| ● | challenges in reconciling accounting issues, especially if an acquired company utilizes accounting principles different from those that we use; and |
| ● | challenges in complying with newly applicable laws and regulations, including obtaining or retaining required approvals, licenses and permits. |
We anticipate that any future acquisitions we may pursue as part of our business strategy may be partially financed through additional debt or equity. If new debt is added to current debt levels, or if we incur other liabilities, including contingent liabilities, in connection with an acquisition, the debt or liabilities could impose additional constraints and requirements on our business and operations, which could materially adversely affect our financial condition and results of operations. If we are not able to obtain such necessary financing, it could have an impact on our ability to consummate a substantial acquisition and execute our growth strategy.
Any due diligence conducted by us in connection with potential future acquisitions may not reveal all relevant considerations or liabilities of the target business, which could have a material adverse effect on our financial condition or results of operations.
We intend to conduct such due diligence as we deem reasonably practicable and appropriate based on the facts and circumstances applicable to any potential acquisition. The objective of the due diligence process will be to identify material issues which may affect the decision to proceed with any one particular acquisition target or the consideration payable for an acquisition. We also intend to use information revealed during the due diligence process to formulate our business and operational planning for, our valuation of and integration planning for, any target company or business. While conducting due diligence and assessing a potential acquisition, we may rely on publicly available information, if any, information provided by the relevant target company to the extent such company is willing or able to provide such information and, in some circumstances, third party investigations. We cannot assure you that the due diligence undertaken with respect to a potential acquisition will reveal all relevant facts that may be necessary to evaluate such acquisition or to formulate a business strategy. Furthermore, the information provided during due diligence may be incomplete, inadequate or inaccurate. As part of the due diligence process, we will also make subjective judgments regarding the results of operations, financial condition and prospects of a potential opportunity. If the due diligence investigation fails to correctly identify material issues and liabilities that may be present in a target company or business, or if we consider such material risks to be commercially acceptable relative to the opportunity, and we proceed with an acquisition, we may subsequently incur substantial impairment charges or other losses.
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Risks Related to Intellectual Property, Information Technology, Data Security and Privacy
If we fail to develop new and innovative technologies or enhance our existing technologies and grow our systems and infrastructure in response to changing client demands and rapid technological change, our business may suffer.
The travel industry is subject to changing client preferences and demands relating to travel and travel- related services, including in response to constant and rapid technological change. These characteristics are changing at an even greater pace as travel providers seek to address client needs and preferences resulting from the COVID-19 pandemic. If we are unable to develop or enhance technology in response to such changes, products or technologies offered or developed by our competitors may render our services less attractive to travelers.
Our ability to provide best-in-class service to our travelers depends upon the use of sophisticated information technologies and systems, including technologies and systems used for reservation systems, communications, procurement and administrative systems. As our operations grow in both size and scope, we continuously need to improve and upgrade our systems and infrastructure to offer and provide support for an increasing number of travelers and travel providers enhanced products, services, features and functionality, while maintaining the reliability and integrity of our systems and infrastructure. We may fail to effectively scale and grow our systems and infrastructure to accommodate these increased demands. Further, our systems and infrastructure may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business, or could contain errors, bugs or vulnerabilities.
Our future success also depends on our ability to understand, adapt and respond to rapidly changing technologies in the travel industry that will allow us to address evolving industry standards and to improve the breadth, diversity and reliability of our services. For example, technological platforms that include the use of artificial intelligence (“Al”) to analyze known traveler data and preferences to develop a tailored travel plan are being developed. As they are in the early stages, we must understand and respond to the potential impacts of such technology. We may not be successful, or may be less successful than our current or new competitors, in developing such technology, which would negatively impact our business and financial performance.
If we are not able to maintain existing systems, obtain new technologies and systems, or replace or introduce new technologies and systems as quickly as our competitors or in a cost-effective manner, our business and operations could be materially adversely affected. Also, we may not achieve the benefits anticipated or required from any new technology or system or be able to devote financial resources to new technologies and systems in the future.
Cybersecurity attacks or security breaches could adversely affect our ability to operate, could result in personal information and our proprietary information being lost, stolen, made inaccessible, improperly disclosed or misappropriated and may cause us to be held liable or subject to regulatory’ penalties and sanctions and to litigation (including class action litigation), which could have a material adverse effect on our reputation and business.
We, and our travel suppliers and third party service providers on our behalf, collect, use and transmit a large volume of personal information, which pose a tempting target for malicious actors who may seek to carry out cyber-attacks against us or our suppliers or service providers. The secure transmission of client information over the internet is essential in maintaining the confidence of travel suppliers and travelers. Substantial or ongoing data security breaches or cyber-attacks, whether instigated internally or externally on our system or other internet-based systems, expose us to a significant risk of loss, theft, the rendering inaccessible, improper disclosure or misappropriation of this information, and resulting regulatory actions, litigation (including class action litigation) and potential liability, damages and regulatory fines and penalties, and other related costs (including in connection with our investigation and remediation efforts), which could significantly affect our reputation and harm our business. Further, some of our third party service providers, travel suppliers and other third parties may receive or store information, including client information provided by us. Our travel suppliers currently require most travelers to pay for their transactions with their credit card, especially in the U.S. Increasingly sophisticated technological capabilities pose greater cybersecurity threats and could result in a cyber-attack or a compromise or breach of the technology that we use to protect client transaction data.
We incur material expense to protect against cyber-attacks and security breaches and their consequences, and we may need to increase our security-related expenditures to maintain or increase our systems’ security in the future. However, despite these efforts, our security measures may not prevent cyber-attacks or data security breaches from occurring, and we may ultimately fail to detect, or accurately assess the severity of, a cyber-attack or security breach or not respond quickly enough. In addition, to the extent we experience a cyber-attack or security breach, we may be unsuccessful in implementing remediation plans to address exposure and future harms. It is possible that computer circumvention capabilities, new discoveries or advances or other developments, which
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change frequently and often are not recognized until launched against a target, could result in a compromise or breach of client data, even if we take all reasonable precautions, including to the extent required by law. These risks are likely to increase as we expand our offerings, expand internationally, integrate our products and services, and store and process more data, including personal information and other sensitive data. Further, if any of our third party service providers, travel suppliers or other third parties with whom we share client data fail to implement adequate data-security practices or fail to comply with our terms and policies or otherwise suffer a network or other security breach, our clients’ information may be improperly accessed, used or disclosed. We maintain a comprehensive portfolio of insurance policies to meet both our legal obligations and to cover perceived risks within our business, including those related to cybersecurity. We believe that our coverage and the deductibles under these policies are adequate for the risks that we face.
If a party (whether internal, external, an affiliate or unrelated third party) is able to circumvent our data security systems or those of the third parties with whom we share client information or engage in cyber-attacks, such cyber-attacks or data breaches could result in such party obtaining our proprietary information, the loss, theft or inaccessibility of, unauthorized access to, or improper use or disclosure of, our clients’ data and/or significant interruptions in our operations. Cyber-attacks and security breaches could also result in severe damage to our IT infrastructure, including damage that could impair our ability to offer our services. In addition, cyber-attacks or security breaches could result in negative publicity, damage our reputation, divert management’s time and attention, increase our expenditure on cybersecurity measures, expose us to risk of loss or litigation and possible liability, subject us to regulatory penalties and sanctions (and lead to further enhanced regulatory oversight), or cause travelers and potential travel suppliers to lose confidence in our security and choose to use the services of our competitors, any of which would have a material adverse effect on our brands, market share, results of operations and financial condition.
Third parties may claim that the operation of our business infringes on their intellectual proprietary rights. These claims could be costly to defend, result in injunctions and significant damage awards and limit our ability to use key technologies in the future (or require us to implement workarounds), which may cause us to incur significant costs, prevent us from commercializing our products and services or otherwise have a material adverse effect on our business.
In recent years, in the markets in which we operate, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity, as well as litigation, based on allegations of infringement, misappropriation or other violations of intellectual property. Furthermore, individuals and groups can purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. We may be subject to claims of alleged infringement, misappropriation or other violation of the intellectual property rights of our competitors or other third parties in the operation of our businesses, including for our use of third party intellectual property rights or our internally developed or acquired intellectual property, technologies and content. We cannot guarantee we have not, do not or will not infringe, misappropriate or otherwise violate the intellectual property rights of others. If we were to discover that our products or services infringe, misappropriate or otherwise violate the intellectual property rights of others, we may need to obtain licenses or implement workarounds that could be costly. We may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to implement workarounds successfully. Moreover, if we are sued for infringement, misappropriation or other violation of a third party’s intellectual property rights and such claims are successfully asserted against us, we could be required to pay substantial damages or ongoing royalty payments or to indemnify our licensees, or could be enjoined from offering our products or services or using certain technologies or otherwise be subject to other unfavorable circumstances. Accordingly, our exposure to damages resulting from such claims could increase and this could further exhaust our financial and management resources. Further, during the course of any litigation, we may make announcements regarding the results of hearings and motions, and other interim developments. If securities analysts and investors regard these announcements as negative, the market price of the New Mondee Common Stock may decline. Even if intellectual property claims do not result in litigation or are resolved in our favor, these claims (regardless of their merit) and the time and resources necessary to resolve them, could divert the resources of our management and require significant expenditures. Any of the foregoing could prevent us from competing effectively and could have an adverse effect on our business, operating results, and financial condition.
Our failure to adequately protect our intellectual property may negatively impact our ability to compete effectively against competitors in our industry.
Our success and ability to compete depend, in part, upon our intellectual property, including our brands, technology and database. In the U.S. and other jurisdictions, we rely on a combination of copyright, trademark, patent, and trade secret laws, as well as license and confidentiality agreements and internal policies and procedures to protect our intellectual property. Even with these precautions, however, it may be possible for another party to infringe, copy or otherwise obtain and use our owned or licensed intellectual property without our authorization or to develop similar intellectual property independently, particularly in those countries where effective
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trademark, domain name, copyright, patent and trade secret protection may not be available. Even where effective protection is available, policing unauthorized use of our intellectual property is difficult and expensive. If it becomes necessary for us to litigate to protect these rights, any proceedings could be burdensome and costly, could result in counterclaims challenging our ownership of intellectual property or its validity or enforceability or accusing us of infringement, and we may not prevail. We cannot be certain that the steps that we have taken or will take in the future will prevent misappropriation or infringement of intellectual property used in our business. Unauthorized use and misuse of our intellectual property or intellectual property we otherwise have the rights to use could reduce or eliminate any competitive advantage we have developed, potentially causing us to lose sales or actual or potential clients, or otherwise harm our business, resulting in a material adverse effect on our business, financial condition or results of operations, and we cannot assure you that legal remedies would adequately compensate us for the damage caused by unauthorized use.
Any significant IT systems-related failures, interruptions or security breaches or any undetected errors or design faults in IT systems could result in limited capacity, reduced demand, processing delays, privacy risks and loss of customers, suppliers or marketplace merchants and a reduction of commercial activity.
We rely on IT systems to service our clients and enable transactions to be processed on our platforms.
If we are unable to maintain and improve our IT systems and infrastructure, this may result in system interruptions, defects and slowdowns. In the event of system interruptions and/or slow delivery times, prolonged or frequent service outages or insufficient capacity that impedes us from efficiently providing services to travelers, we may lose travelers and revenue or incur liabilities. Further, errors, bugs, vulnerabilities, design defects, or technical limitations within our IT Systems may lead to negative experiences for our clients, compromised ability to perform services in a manner consistent with our terms, contracts, or policies, delayed product introductions or enhancements, compromised ability to protect the data of our users, other clients, employees and business partners and/or our intellectual property or other data, or reductions in our ability to provide some or all of our services. Our IT systems are vulnerable to damage, interruption or fraudulent activity from various causes, any of which could have a material adverse impact on our business, financial condition or results from operations including:
| ● | power losses, computer systems defects or failure, errors, bugs or vulnerabilities, computer viruses and other contaminants, internet and telecommunications or data network failures, losses and corruption of data and similar events; |
| ● | operator error, penetration by individuals seeking to disrupt operations, misappropriate information or perpetrate fraudulent activity and other physical or electronic breaches of security; |
| ● | the failure of third party software, systems or services that we rely upon to maintain our own operations; |
| ● | lack of cloud computing capabilities and other technical limitations; and |
| ● | natural disasters, fires, pandemics, wars and acts of terrorism. |
| ● | In addition, we are dependent upon software, equipment and services provided and/or managed by third parties in the operation of our business. We currently rely on a variety of third party systems, service providers and software companies, including GDSs and other electronic central reservation systems used by airlines, various channel managing systems and reservation systems used by other travel suppliers, as well as other technologies used by payment gateway providers. In particular, we rely on third parties for: |
| ● | the hosting of our websites; |
| ● | the hosting of websites of our travel suppliers, which we may rely on; |
| ● | certain software underlying our technology platform; |
| ● | transportation ticketing agencies to issue transportation tickets and travel assistance products, confirmations and deliveries; |
| ● | assistance in conducting searches for airfares and to process air ticket bookings; |
| ● | processing hotel reservations for hotels not connected to our management systems; |
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| ● | processing credit card, debit card and net banking payments; |
| ● | providing computer infrastructure critical to our business; |
| ● | providing after hours travel management services; and |
| ● | providing client relationship management services. |
Any disruption or failure in the software, equipment and services provided and/or managed by these third parties, or errors, bugs or vulnerabilities, could result in performance delays, outages or security breaches that could be harmful to our business. Generally, our third party IT service providers have disaster recovery and business continuity plans relating to the services provided to us. However, if certain system failures occur, we may not be able to switch to back-up systems immediately, and the time to fully recover could be prolonged.
In the event that the performance of such software, equipment or services provided and/or managed by third parties deteriorates or our arrangements with any of these third parties related to the provision and/or management of software, equipment or services are terminated, we may not be able to find alternative services, equipment or software on a timely basis, on commercially reasonable terms, or at all. Even if we are able to find alternative services, equipment or software, we may not be able to do so without significant cost or disruptions to our business, and our relationships with our travelers may be adversely impacted. Our failure to secure agreements with such third parties, or the failure of such third parties to perform under such agreements, may have a material adverse effect on our business, financial condition or results of operations.
We may have inadequate insurance coverage or insurance limits to compensate for losses from a major interruption, and remediation may be costly and have a material adverse effect on our operating results and financial condition. Any extended interruption or degradation in our technologies or systems could significantly curtail our ability to conduct our business and generate revenue.
There are various risks associated with the facilitation of payments from consumers, including risks related to fraud, compliance with evolving rules and regulations and reliance on third parties.
Our results have been and will likely continue to be negatively impacted by consumer purchases made using fraudulent credit cards, claims the consumer did not authorize the purchase or consumers who have closed bank accounts or have insufficient funds in their bank accounts to satisfy payments. We may be held liable for accepting fraudulent credit cards on our platforms or in connection with other fraudulent transactions on our platforms, as well as other payment disputes with consumers. Accordingly, we calculate and record an allowance for the resulting chargebacks. We must also continually implement and evolve measures to detect and reduce the risk of fraud, in particular as these methods become increasingly sophisticated. If we are unable to successfully combat the use of fraudulent credit cards on our platforms, our business, profit margins, results of operations and financial condition could be materially adversely affected.
We believe that an important component of our future success will be our ability to offer consumers their preferred method of payment in the most efficient manner on all our platforms, and as a result, we are processing more of our transactions on a merchant basis where we facilitate payments from travelers through the use of credit cards and other payment methods (such as PayPal, Alipay, Paytm and WeChat Pay). While processing transactions on a merchant basis allows us to process transactions for properties that do not otherwise accept credit cards and to increase our ability to offer a variety of payment methods and flexible transaction terms to consumers, we incur additional payment processing costs (which are typically higher for foreign currency transactions) and other costs related to these transactions, such as costs related to fraudulent payments and transactions and fraud detection. As we expand our payments services to consumers and business partners, in addition to the revenues from these transactions, we may experience a significant increase in these costs, and our results of operations and profit margins could be materially adversely affected, in particular if we experience a significant increase in non-variable costs related to fraudulent payments and transactions.
As a greater percentage of our transactions involve us processing payments, our global systems and processes must be managed on a larger scale, which adds complexity, administrative burdens and costs, and increases the demands on our systems and controls, which could adversely affect our results of operations. In addition, as our payment processing activities continue to develop, we expect to be subject to additional regulations, including financial services regulations, which we expect to result in increased compliance costs and complexities, including those associated with the implementation of new or advanced internal controls. For example, the E.U.’s Payment Services Directive 2 has further complicated the authentication process for accepting credit cards. As a result of this
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directive, payments made on our platforms by consumers in the European Economic Area are subject to Strong Customer Authentication, which requires the consumer to engage in additional steps to authenticate their transaction. This new requirement could cause consumer transactions to take longer to process or otherwise inconvenience the consumer, which could result in consumers choosing not to utilize our platforms as often or at all. The implementation of this process has resulted and may continue to result in increased compliance costs and administrative burdens for us.
Other new or expanded regulations that could apply to us as our payments activities evolve include those relating to money transmission licenses, anti-money laundering, card scheme associations, sanctions, banking, privacy and security of our processes, among others. Compliance with this changing regulatory environment creates significant additional compliance costs and burdens, and it could lead us to modify our business plans or operations, any of which could negatively impact our business, results of operations and profit margins.
We are also subject to payment card association rules and obligations under our contracts with the card schemes and our payment card processors, including the Payment Card Industry Data Security Standard (the “Standard”). Under the Standard and these association rules and obligations, if information is compromised, we could be liable to payment card issuers for associated expenses and penalties, and in some cases, we could be restricted in our ability to accept payment cards. Under certain circumstances in our agreements with the card schemes and in relation to the Standard, we are also subject to periodic audits, self- assessments and other assessments of our compliance with the rules and obligations of the payment card associations and the Standard, which could result in additional expenses and administrative burdens. In addition, if we fail to follow payment card industry security standards, even if no consumer information is compromised, we could incur significant fines or experience a significant increase in payment card transaction costs. Additionally, compliance with the Standard may not prevent all security incidents. If we are fined or required to pay additional processing fees, or if our ability to accept payment cards is restricted in any way as a result of our failure to comply with these payment card industry rules, or otherwise, it could adversely impact our business, results of operations and profit margins.
We rely on banks, card schemes and other payment processors to execute certain components of the payments process. We generally pay these third parties interchange fees and other processing and gateway fees to help facilitate payments from consumers to travel service providers. As a result, if we are unable to maintain our relationships with these third parties on favorable terms, or if these fees are increased for any reason, our profit margin, business and results of operations could be harmed. Additionally, if these third parties experience service disruptions or if they cease operations (whether as a result of the COVID-19 pandemic or otherwise), consumers and travel service providers could have difficulty making or receiving payments, which could adversely impact our reputation, business and results of operations.
In addition, in the event that one of our major travel service providers voluntarily or involuntarily declares bankruptcy or otherwise ceases or limits operations, we could experience an increase in chargebacks from customers with travel reservations with such travel service provider, and we could experience financial loss from certain prepayments made to such travel service provider if we are not able to recover the prepayment. The COVID-19 pandemic and its resulting impact on travel demand, the travel industry and the economy increases the risk of insolvency or disruption to the ability of our travel service providers to provide services, and in some cases, has already resulted in the insolvency or closure of travel service providers. As a result, if one of our major travel service providers declares bankruptcy or ceases or limits operations, or if many travel service providers declare bankruptcy or cease or limit operations, it could adversely impact our business and results of operations.
Our use of “open source” software could adversely affect our ability to protect our proprietary software and subject us to possible litigation.
We use open source software in connection with our software development. From time to time, companies that use open source software have faced claims challenging the use of open source software and/or demanding compliance with open source license terms. We could be subject to suits by parties claiming ownership of what we believe to be open source software, or claiming non-compliance with open source licensing terms. Some open source licenses require licensees who distribute software containing, linking to or derived from open source software to make publicly available the source code of such distributed software, which in some circumstances could be valuable proprietary code, license our software for free or permit others to make derivative works based on such software. While we have implemented policies to ensure that no open source software is used in a manner that would require us to disclose our proprietary source code, license our software for free or permit others to make derivative works based on it, there can be no guarantee that such use could not inadvertently occur. Any requirement to disclose our proprietary source code, license it for free or license it for purposes of making derivative works, and any requirement to pay damages for breach of contract and/or intellectual property infringement may have a material adverse effect on our business, results of operations or financial condition, and could help our competitors develop services that are similar to or better than ours.
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Our processing, storage, use and disclosure of personal data, including of travelers and our employees, exposes us to risks stemming from possible failure to comply with governmental law and regulation and other legal obligations.
In our processing of travel transactions, we or our travel suppliers and third party service providers collect, use, analyze and transmit a large volume of personal information. There are numerous laws with a significant impact on our operations regarding privacy, cyber security and the storage, sharing, use, analysis, processing, transfer, disclosure and protection of personal information and consumer data, the scope of which are changing, subject to differing interpretations, and may be inconsistent between states within a country or between countries. For example, the European General Data Protection Regulation, became effective on May 25, 2018, and has resulted and will continue to result in significantly greater compliance burdens and costs for companies with users and operations in the EU. The GDPR imposes numerous technical and operational obligations on processors and controllers of personal data and provides numerous protections for individuals in the EFT, including, but not limited to, notification requirements for data breaches, the right to access personal information and the right to delete personal information. The GDPR provides data protection authorities with enforcement powers which include the ability to restrict processing activities and impose fines of up to 20 million Euros or up to 4% of the annual global turnover of the infringer, whichever is greater. In addition, the GDPR imposes strict rules on the transfer of personal data out of the EFT to a “third country,” including the U.S. (and, pending a potential adequacy decision by the European Data Protection Board, the UK, as further discussed below). These obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other requirements or our practices.
Additionally, the UK’s exit from the EU has created uncertainty with regard to the regulation of data protection in the UK. The UK Data Protection Act contains provisions, including its own derogations, for how the GDPR is applied in the UK. The UK Data Protection Act has been enacted alongside the UK GDPR. From the beginning of 2021 (when the transitional period following Brexit expired), we have been required to continue to comply with GDPR and also the UK Data Protection Act and the UK GDPR, under which the applicable entities may be subject to fines for non-compliance that are of the same amount as provided for in the GDPR. The relationship between the UK and the EFT remains uncertain, including, for example, the role of the UK’s supervisory authority and how data transfers between the UK and the EFT and other jurisdictions will be treated. In February 2021, the European Commission proposed to issue the UK with an “adequacy” decision to facilitate the continued free flow of personal data from the EFT member states to the UK. This decision is subject to the review and/or approval of the European Data Protection Board and a committee composed of EFT member state representatives. More recently, in May 2021, the European Parliament issued a resolution asking the Commission to modify its draft decisions on whether or not the UK data protection is adequate and personal data can safely be transferred there. Accordingly, the UK currently remains a “third country” for the purposes of data transfers from the EU to the UK following the expiration of the personal data transfer grace period (from January 1, 2021) set out in the EU and UK Trade and Cooperation Agreement, unless the adequacy decision is adopted in favor of the UK. If an adequacy decision is not adopted in respect of the personal data transfers between the EU and the UK, then alternative contractual measures to transfer data to the UK from the EU will need to be implemented. These changes will increase our overall risk exposure, and we may also incur costs to comply with any new requirements and restrictions for data transfers.
Further, we are subject to evolving laws and regulations that dictate whether, how, and under what circumstances we can transfer, process and/or receive personal data. For example, in July 2020, the Court of Justice of the European Union invalidated the “EU-US Privacy Shield,” a framework for transfers of personal data from the European Economic Area to the United States. While the same CJEU decision considered and left intact the Standard Contractual Clauses, another mechanism to safeguard data transfers from the EU to third countries, including the U.S., reliance on SCCs is subject to enhanced due diligence on the data importer’s national laws, according to the CJEU. Additional measures may have to accompany the SCCs for a transfer to be compliant. If a new transatlantic data transfer framework is not adopted and we are unable to continue to rely on SCCs or validly rely upon other alternative means of data transfers from the European Economic Area or the United Kingdom to the U.S. and other countries where safeguards for transfers of personal data are required under the GDPR (and UK GDPR), we may be unable to operate material portions of our business in the European Economic Area or the United Kingdom as a result of the CJEU’s ruling and related guidance of competent European and national agencies, which would materially and adversely affect our business, financial condition, and results of operations. Additionally, if we are restricted from sharing data among our products and services, or if we are restricted from sharing data with our travel suppliers and third party service providers, it could affect our ability to provide our services or the manner in which we provide our services. Our current data transfer practices may also be more closely reviewed by supervisory authorities and could become subject to private actions.
In the U.S., the California Consumer Privacy Act became effective on January 1, 2020, and limits how we may collect and use personal information, including by requiring companies that process information relating to California residents to make disclosures to consumers about their data collection, use and sharing practices, provide consumers with rights to know and delete personal information and allow consumers to opt out of certain data sharing with third parties. The CCPA also creates an expanded definition
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of personal information, imposes special rules on the collection of consumer data from minors, and provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase the likelihood and cost of data breach litigation. The potential effects of this legislation are far-reaching and may require us to modify our data processing practices and policies and incur substantial costs and expenses in compliance and potential ligation efforts. Further, the California Privacy Rights Act, which will go into effect in 2023, creates certain additional rights for California residents. For example, the CPRA creates the new category of “sensitive personal information,” which covers data types such as precise geolocation information, biometric information, race and ethnicity, and information regarding sex life or sexual orientation. The CPRA also creates new rights for California residents to direct a business to limit the use and disclosure of such information to that which is necessary to perform the services reasonably expected by the consumer and to request that a company correct inaccurate personal information that is retained by the company. The Virginia Consumer Data Protection Act, which will go into effect in 2023, gives new data protection rights to Virginia residents and imposes additional obligations on controllers and processors of consumer data similar to the CCPA and CPRA. Other states have signed into law or are considering legislation governing the handling of personal data, indicating a trend toward more stringent privacy legislation in the U.S. In addition to the existing framework of data privacy laws and regulations, the U.S. Congress, U.S. state legislatures and many states and countries outside the U.S. are considering new privacy and security requirements that would apply to our business. Compliance with current or future privacy, cyber security, data protection, data governance, account access and information and cyber security laws requires ongoing investment in systems, policies and personnel and will continue to impact our business in the future by increasing our legal, operational and compliance costs and could significantly curtail our collection, use, analysis, sharing, retention and safeguarding of personal information and restrict our ability to fully maximize our closed-loop capability, deploy data analytics or Al technology or provide certain products and services, which could materially and adversely affect our profitability. We or our third party service providers could be adversely affected if legislation or regulations are expanded to require changes in our or our third party service providers’ business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our or our third party service providers’ business, results of operations or financial condition.
As a merchant that processes and accepts cards for payment, we have adopted and implemented internal controls over the use, storage and security of card data pursuant to the Payment Card Industry Data Security Standards. We assess our compliance with the PCI DSS rules on a periodic basis and make necessary improvements to our internal controls. If we fail to comply with these rules or requirements, we may be liable for card issuing banks’ costs, subject to fines and higher transaction fees, and lose our ability to accept credit and debit card payments from our clients, or facilitate other types of online payments, and our business and operating results could be adversely affected. For existing and future payment options we offer to both our corporate clients and travel suppliers, we may become subject to additional regulations and compliance requirements, including obligations to implement enhanced authentication processes, which could result in significant costs to us and our travel suppliers and reduce the ease of use of our payments options.
While we have taken steps to comply with privacy, cyber security, data protection, data governance, account access and information and cyber security laws and PCI-DSS, any failure or perceived failure by us, our third party service providers, our independent travel advisors or our partners or affiliates to comply with the privacy policies, privacy- or cyber security-related obligations to travelers or other third parties, or privacy- or cybersecurity-related legal obligations could result in potentially significant regulatory and/or governmental investigations and/or actions, litigation, fines, sanctions, monetary penalties and damages, ongoing regulatory monitoring and increased regulatory scrutiny, client attrition, diversion of management’s time and attention, decreases in the use or acceptance of our cards and damage to our reputation and our brand, all of which could have a material adverse effect on our business and financial performance. In recent years, there has been increasing regulatory enforcement and litigation activity in the areas of privacy, data protection and information and cyber security in the U.S., the EU and various other countries in which we operate.
We are subject to payment-related risks.
As a merchant that processes and accepts cards for payment, we have adopted and implemented internal controls over the use, storage and security of card data pursuant to the Payment Card Industry Data Security Standards. We assess our compliance with the PCI DSS rules on a periodic basis and make necessary improvements to our internal controls. If we fail to comply with these rules or requirements, we may be liable for card issuing banks’ costs, subject to fines and higher transaction fees, and lose our ability to accept credit and debit card payments from our clients, or facilitate other types of online payments, and our business and operating results could be adversely affected. For existing and future payment options we offer to both our corporate clients and travel suppliers, we may become subject to additional regulations and compliance requirements, including obligations to implement enhanced authentication processes, which could result in significant costs to us and our travel suppliers and reduce the ease of use of our payments options.
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While we have taken steps to comply with privacy, cyber security, data protection, data governance, account access and information and cyber security laws and PCI-DSS, any failure or perceived failure by us, our third party service providers, our independent travel advisors or our partners or affiliates to comply with the privacy policies, privacy- or cyber security-related obligations to travelers or other third parties, or privacy- or cybersecurity-related legal obligations could result in potentially significant regulatory and/or governmental investigations and/or actions, litigation, fines, sanctions, monetary penalties and damages, ongoing regulatory monitoring and increased regulatory scrutiny, client attrition, diversion of management’s time and attention, decreases in the use or acceptance of our cards and damage to our reputation and our brand, all of which could have a material adverse effect on our business and financial performance. In recent years, there has been increasing regulatory enforcement and litigation activity in the areas of privacy, data protection and information and cyber security in the U.S., the EU and various other countries in which we operate.
Risks Related to Government Regulation, Tax and Litigation Matters
We may be unable to prevent unlawful or fraudulent activities in our operations, and we could be liable for such fraudulent or unlawful activities.
We are operating in a transitional period in which we are going from a private to public company, and we are learning how to meet internal control needs at the same time. As a newly public company, there is a risk that these internal controls over fraudulent or unlawful activities may not be wholly sufficient. For example, in 2017, the then-CFO of Rocketrip committed fraud by embezzling approximately $110,000 from Rocketrip by making payments to a fake vendor. Also, the former CFO of HariWorld Travel personally collected certain accounts receivable and did not return such collections to Mondee.
We also may acquire companies where fraud may have taken place, which could make us liable for such activities. Please see Risk Factor titled “Any due diligence conducted by us in connection with potential future acquisitions may not reveal all relevant considerations or liabilities of the target business, which could have a material adverse effect on our financial condition or results of operations” for further information.
New Mondee is subject to taxes in many jurisdictions globally.
We are subject to a variety of taxes in many jurisdictions globally, including the United States, India, Thailand and Canada. We are also subject to income and non-income taxes in the United States at the federal, state and local levels, and in many other countries. Significant judgment is required in determining its worldwide provision for taxes.
In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We operate in numerous countries where its tax returns are subject to audit and adjustment by local tax authorities. Because we operate globally, the nature of the uncertain tax positions is often very complex and subject to change, and the amounts at issue can be substantial. It is inherently difficult and subjective to estimate such amounts, as Mondee has to determine the probability of various possible outcomes. We re-evaluate uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Although we believe our tax estimates are reasonable, the final determination of tax audits could be materially different from its historical tax provisions and accruals. Our effective tax rate may change from year to year based on changes in the mix of activities and income allocated or earned among various jurisdictions, tax laws in these jurisdictions, tax treaties between countries, its eligibility for benefits under those tax treaties, and the estimated values of deferred tax assets and liabilities. Such changes could result in an increase in the effective tax rate applicable to all or a portion of its income which would reduce its profitability.
We establish reserves for our potential liability for U.S. and non-U.S. taxes, including sales, occupancy and value-added taxes, consistent with applicable accounting principles and in light of all current facts and circumstances. These reserves represent our best estimate of its contingent liability for taxes. The interpretation of tax laws and the determination of any potential liability under those laws are complex, and the amount of our liability may exceed our established reserves.
New tax laws, statutes, rules, regulations or ordinances could be enacted at any time and existing tax laws, statutes, rules, regulations and ordinances could be interpreted, changed, modified or applied adversely to us. These events could require us to pay additional tax amounts on a prospective or retroactive basis, as well as require us to pay fees, penalties or interest for past amounts deemed to be due. New, changed, modified or newly interpreted or applied laws could also increase its compliance, operating and other costs, as well as the costs of our products and services. For example, on December 22, 2017, the Tax Cuts and Jobs Act, was signed into law. The TCJA contains significant changes to the U.S. corporate income tax system, including a reduction of the federal
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corporate income tax rate from 35% to 21%, a limitation of the tax deduction for interest expense to 30% of adjusted taxable income (as defined in the TCJA), base erosion provisions related to intercompany foreign payments and global low-taxed income, a one- time taxation of offshore earnings at reduced rates in connection with the transition of U.S. international taxation from a worldwide tax system to a partially territorial tax system, the elimination of U.S. tax on foreign earnings (subject to certain important exceptions), and the modification or repeal of many business deductions and credits. It is possible that U.S. tax law will be further modified by the Biden administration by increasing corporate tax rates, eliminating or modifying some of the provisions enacted in the TCJA or other changes that could have an adverse effect on our operations, cash flows and results of operations and contribute to overall market volatility.
Application of existing tax laws, rules or regulations are subject to interpretation by taxing authorities.
The application of domestic and international income and non-income tax laws, rules and regulations to our historical and new products and services is subject to interpretation by the relevant taxing authorities. Given a focus on revenue generation, taxing authorities have become more aggressive in their enforcement of such laws, rules and regulations, resulting in increased audit activity and audit assessments and legislation, including new taxes on our technology platform and digital services. As such, potential tax liabilities may exceed our current tax reserves or may require us to modify its business practices and incur additional cost to comply, any of which may have a material adverse effect on our business.
The enactment of legislation implementing changes in taxation of domestic or international business activities, the adoption of other corporate tax reform policies, or changes in tax legislation or policies could materially affect our financial position and results of operations.
Many of the statutory laws, rules, and regulations imposing taxes and other obligations were enacted before the growth of the digital economy. Certain jurisdictions have enacted new tax laws, rules, and regulations directed at taxing the digital economy and multi-national businesses. If existing tax laws, rules, or regulations change, by amendment or new legislation, with respect to occupancy tax, sales tax, value-added taxes, goods and services tax, digital services tax, withholding taxes, revenue based taxes, unclaimed property, or other tax laws applicable to the digital economy or multi-national businesses, the result of these changes could increase our tax liabilities. Potential outcomes include, prospectively or retrospectively, additional responsibility to collect and remit indirect taxes, including on behalf of travel suppliers, imposition of interest and penalties, multiple levels of taxation, and an obligation to comply with information reporting laws or regulations requiring us to provide information about travel suppliers, customers, and transactions on our technology platform. The outcome of these changes may have an adverse effect on our business or financial performance. Demand for our products and services may decrease if we pass on such costs to the consumer; tax reporting and compliance obligations may result in increased costs to update or expand our technical or administrative infrastructure, or effectively limit the scope of our business activities if we decide not to conduct business in particular jurisdictions.
Taxing authorities have focused legislative efforts on tax reform, transparency, and base erosion prevention. As a result, policies regarding corporate income and other taxes in various jurisdictions are under heightened scrutiny, and tax reform legislation is being proposed or enacted in several jurisdictions. In general, changes in tax laws may affect our effective tax rate, increase our tax liabilities and impact the value of deferred tax balances. Since releasing its interim report in 2018, the Organization for Economic Co- operation and Development (“OECD”) has proposed measures to address corporate tax challenges of the digital economy. These measures include “Pillar One and Pillar Two” reports that focus on nexus, profit allocation, and minimum tax proposals. As the OECD continues its evaluation of these proposals, several territories have enacted or proposed measures to impose new digital services taxes on companies. These taxes are incremental to taxes historically incurred by the Company and result in taxation of the same revenue in multiple countries. The enacted and proposed measures may have an adverse effect on our business or financial performance.
Our tax liabilities in the future may also be adversely affected by changes to our operating structure, changes in the mix of revenue and earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax balances or the discontinuance of beneficial tax arrangements in certain jurisdictions. We continue to work with relevant governmental authorities and legislators, as appropriate, to clarify our obligations under existing, new and emerging tax laws, rules and regulations. However, due to the increasing pace of legislative changes and the scale of our business activities, any substantial changes in tax policies, enforcement activities or legislative initiatives may materially and adversely affect our business, the taxes we are required to pay, our financial position and results of operations.
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Our business is subject to regulation in the U.S. and the other jurisdictions in which we operate, and any failure to comply with such regulations or any changes in such regulations could adversely affect us.
We are subject to various regulations in the U.S. and the international jurisdictions in which we operate. In addition, we maintain travel licenses and/or registrations in the jurisdictions that require them. We are required to renew our licenses, typically on an annual basis, and to do so, we must satisfy the licensee renewal requirements of each jurisdiction. Failure to satisfy any of the requirements to which our licensed entities are subject could result in a variety of regulatory actions ranging from a fine, a directive requiring remedial action, suspension of a license or, ultimately, revocation of a license.
We are subject to other laws and regulations on matters as diverse as anti-bribery and anti-corruption laws, internal controls over financial reporting, regulation by the DOT regarding the provision of air transportation, data privacy and protection, taxation, environmental protection, anti-trust, wage-and-hour standards, headcount reductions and employment and labor relations. In addition, certain of our clients have government contracts that subject them and us to governmental reporting requirements.
Supervision efforts and the enforcement of existing laws and regulations impact the scope and profitability of our existing business activities, limit our ability to pursue certain business opportunities and adopt new technologies, compromise our competitive position, and affect our relationships with partners, merchants, vendors and other third parties. Moreover, regulatory authorities have relatively broad discretion to grant, renew and revoke licenses and approvals and to implement regulations. Accordingly, such regulatory authorities could prevent or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us if our practices were found not to comply with the then current regulatory or licensing requirements or any interpretation of such requirements by the regulatory authority. New laws or regulations could similarly affect our business, increase our costs of doing business and require us to change certain of our business practices and invest significant management attention and resources, all of which could adversely affect our results of operations and financial condition.
If we fail to satisfy regulatory requirements, our financial condition and results of operations could be adversely affected, and we may be restricted in our ability to take certain capital actions (such as declaring dividends or repurchasing outstanding shares) or engage in certain business activities or acquisitions, which could compromise our competitive position.
Our international operations are also subject to local government laws, regulations and procurement policies and practices which may differ from U.S. government regulations. For example, in Europe, computerized reservation systems regulations or interpretations of regulations may:
| ● | increase our cost of doing business or lower our revenue; |
| ● | limit our ability to sell marketing data; |
| ● | impact relationships with travel agencies, airlines, rail companies, or others, impair the enforceability of existing agreements with travel agencies and other users of our system; |
| ● | prohibit or limit us from offering services or products; or |
| ● | limit our ability to establish or change fees. |
Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing laws, rules and regulations or the promulgation of new laws, rules and regulations applicable to us and our businesses, including those relating to travel, the provision of travel packages, the internet and online commerce, internet advertising and price display, consumer protection, licensing and regulations relating to the offer of travel insurance and related products, anti-corruption, anti-trust and competition, economic and trade sanctions, tax, banking, data security, the provision of payment services and privacy. For example, there are, and will likely continue to be, an increasing number of laws and regulations pertaining to the internet and online commerce that may relate to liability for information retrieved from or transmitted over the internet, display of certain taxes and fees, online editorial and user-generated content, user privacy, behavioral targeting and online advertising, taxation, liability for third-party activities and the quality of products and services. Additionally, certain foreign jurisdictions are considering regulations intended to address the issue of “overtourism,” including by restricting access to city centers or popular tourist destinations or limiting accommodation offerings in surrounding areas, such as by restricting the construction of new hotels or the renting of homes or apartments. Such regulations could adversely affect travel to, or our ability to offer accommodations in, such markets, which could negatively impact our business, growth and results of operations. Also, compliance with the European Economic Community
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(“EEC”) Council Directive on Package Travel, Package Holidays and Package Tours could be costly and complex, and could adversely impact our ability to offer certain packages in the EEC in the future.
Similarly, companies we acquired may not have been subject to U.S. laws until we acquired them. Until we are able to fully integrate our compliance processes into the operations of such acquired companies, we are at risk of the acquired company’s failure to comply with U.S. laws, rules and regulations. Failure by us and our subsidiaries to comply with these laws could subject us to government investigations, civil and criminal penalties and reputational harm, which could have a material adverse effect on our consolidated operating results and financial position. Further, we rely on third parties that we do not control, including travel suppliers, strategic partners, third party service providers and affiliates. If these third parties fail to meet our requirements or standards or the requirements or standards of applicable laws or governmental regulations, it could damage our reputation, make it difficult for us to operate some aspects of our business, or expose us to liability for their actions which could have an adverse impact on our business and financial performance.
We are subject to anti-corruption, anti-money laundering, and economic sanctions laws and regulations in the jurisdictions in which we operate, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and regulations administered and enforced by the U.S. Treasury’ Department’s Office of Foreign Assets Control (“OFAC”). Failure to comply with these laws and regulations could negatively impact our business, results of operations and financial condition.
Civil and criminal penalties may be imposed for violations of the FCPA, anti-money laundering laws and regulations, and regulations administered and enforced by OFAC and similar laws and regulations. Although we have policies in place with respect to compliance with the FCPA and similar laws, anti-money laundering laws and economic sanctions laws and regulations, we cannot assure you that our directors, officers, employees and agents will comply with those laws and our policies, and we may be held responsible for any such non-compliance. If we or our directors or officers violate such laws or other similar laws governing the conduct of our business (including local laws), we or our directors may be subject to criminal and civil penalties or other remedial measures, which could harm our reputation and have a material adverse impact on our business, financial condition and results of operations. Any investigation of any actual or alleged violations of such laws could harm our reputation or have an adverse impact on our business, financial condition and results of operations. The SEC, Department of Justice (“DOJ”) and OFAC, as well as foreign regulatory authorities, have continued to increase the enforcement of economic sanctions and trade regulations, anti-money laundering, and anti-corruption laws, across industries. As regulations continue to evolve and regulatory oversight continues to increase, we cannot guarantee that our programs and policies will be deemed compliant by all applicable regulatory authorities.
Economic sanctions and embargo laws and regulations, such as those administered and enforced by OFAC, vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. We cannot assure you that we will be in compliance with such laws, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.
We may engage with partners and third-party intermediaries to market our services and to obtain necessary permits, licenses, and other regulatory approvals. In addition, New Mondee or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, and of its employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. We cannot provide any assurance that all of our employees and agents will not take actions in violation of its policies and applicable law, for which we may be ultimately held responsible.
In the future, we may acquire companies with business operations outside of the U.S., some of which may not have previously been subject to certain U.S. laws and regulations, including the FCPA, OFAC, or other anti-corruption, anti-money laundering and economic sanctions laws applicable to us. We may be held responsible for any violations of such laws by an acquired company that occurred prior to our acquisition, or subsequent to the acquisition but before we are able to institute our compliance procedures. The process of integrating an acquired company’s business into our operations is challenging, and we may have difficulty in implementing compliance procedures for newly applicable anti-corruption and economic sanctions laws.
Exchange rate fluctuations may negatively affect our results of operations.
Our functional and presentational currency is U.S. dollars and as a result, our consolidated financial statements are reported in U.S. dollars. We have acquired, and may in the future acquire, businesses that denominate their financial information in a currency other than the U.S. dollar and/or conduct operations or make sales in currencies other than U.S. dollars. When consolidating a business that has functional currency other than U.S. dollars, we will be required to translate the balance sheet and operational results of such
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business into U.S. dollars. Due to the foregoing, changes in exchange rates between U.S. dollars and other currencies could lead to significant changes in our reported financial results from period to period. Among the factors that may affect currency values are trade balances, levels of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political or regulatory developments. We currently do not engage in foreign currency hedging activities and although we may seek to manage our foreign exchange exposure, including by active use of hedging and derivative instruments, we cannot assure you that such arrangements will be entered into or available at all times when we wish to use them or that they will be sufficient to cover the risk.
We are and, from time to time we may be, involved in legal proceedings and may experience unfavorable outcomes, which could affect our business and results of operations.
We are, and in the future, may be, subject to material legal proceedings in the course of our business, including, but not limited to, actions relating to contract disputes, business practices, intellectual property and other commercial and tax matters. Such legal proceedings may involve claims for substantial amounts of money or for other relief or might necessitate changes to our business or operations, and the defense of such actions may be both time consuming and expensive. Further, if any such proceedings were to result in an unfavorable outcome, it could result in reputational damage and have a material adverse effect on our business, financial position and results of operations. Insurance may not cover such claims, may not provide sufficient payments to cover all of the costs to resolve one or more such claims and may not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby leading analysts or potential investors to reduce their expectations of our performance, which could reduce the market price of the New Mondee Common Stock .
Our reported results of operations may be adversely affected by changes in accounting principles generally accepted in the U.S.
Generally accepted accounting principles in the U.S. are subject to interpretation by the Financial Accounting Standards Board, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. Although we are not aware of any recently issued and not yet effective, or pending accounting standards that may impact us, a change in these principles or interpretations could have a significant effect on our reported results of operations, and may even affect the reporting of transactions completed before the announcement or effectiveness of a change.
Investments in us may be subject to foreign investment screening regulations which may impose conditions or limitations on certain investors.
Many jurisdictions continue to strengthen their foreign direct investment (“FDI”) screening regimes, and investments and transactions may be subject to review by FDI regulators if such investments are perceived to implicate national security policy priorities. Any review and approval of an investment or transaction by an FDI regulator may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. FDI regulatory policies and practices are rapidly evolving, and in the event that an FDI regulator reviews the Business Combination, there can be no assurances that the Business Combination will be able to proceed on the terms currently proposed. An FDI regulator may seek to prevent the Business Combination, require the divestiture of some or all of our business operations, impose requirements on the management, control and conduct of our business, or impose limitations or restrictions on, or prohibit, investments by certain investors.
Risks Related to Our Organization and Structure
We currently rely on the “controlled company” exemption under Nasdaq Stock Market Listing Rules, pursuant to which “controlled companies” are exempt from certain corporate governance requirements otherwise applicable under Nasdaq listing rules.
The Nasdaq Stock Market Listing Rules exempt “controlled companies,” or companies of which more than 50% of the voting power is held by an individual, a group or another company, from certain corporate governance requirements. ITHAX relied on the controlled company exemption for certain of the above requirements, including the requirement that director nominees be selected or recommended to the ITHAX Board by a majority of its independent directors, or by a nominating committee that is composed entirely of independent directors. In addition, the Mondee Stockholder beneficially owns, in the aggregate, more than 50% of the combined voting power for the election of New Mondee’s Board. As a result, we will continue be a “controlled company” within the meaning of the Nasdaq listing rules. Accordingly, our stockholders will not be afforded the same protections generally as stockholders of other Nasdaq-listed companies with respect to corporate governance for so long as we rely on these exemptions from the corporate governance requirements.
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Investment in new business strategies and acquisitions could disrupt our ongoing business and present risks not originally contemplated.
Our strategy involves evaluating and potentially entering complementary businesses. We have invested, and in the future may invest, in new business strategies and acquisitions. For example, we acquired Rocketrip in 2020 to increase our access to large corporate customers through an incentive platform that reduces corporate travel spending. We also have acquired, and in the future may acquire, businesses similar to those we already operate in an effort to expand our geographic markets, acquire technology or products or to otherwise improve or grow our business. Such endeavors may involve significant risks and uncertainties, including diversion of management’s attention from current operations, greater than expected liabilities and expenses, inadequate return on capital, new risks with which we are not familiar, legal compliance obligations that previously did not apply to us, integration risks and difficulties and unidentified issues not discovered in our investigations and evaluations of those strategies and acquisitions. As a result, entering new businesses involves risks and costs that could, if realized, have an adverse effect on our business, reputation, results of operations, profit margins, cash flows or financial condition, as well as on our ability to achieve the expected benefits of any such investments or acquisitions.
We may decide to make minority investments, including through joint ventures, in which we have limited or no management or operational control. The controlling person in such a case may have business interests, strategies or goals that are inconsistent with ours, and decisions of the company or venture in which we invested may result in harm to our reputation or business or adversely affect the value of our investment. A substantial portion of our goodwill and intangible assets were acquired in acquisitions. If we determine that any of our goodwill and intangible assets, or any goodwill or intangible assets acquired in future transactions, experiences a decline in value, we may be required to record an impairment which could materially, adversely affect our results of operations. Further, we may issue shares of New Mondee Common Stock in these transactions, which could result in dilution to our stockholders.
We may not be able to successfully integrate acquired businesses or combine internal businesses.
The integration of acquired businesses requires significant time and resources, and we may not manage these processes successfully. Further, as our businesses developed, our strategy evolved and market conditions changed, we have integrated businesses that had been managed independently, integrated certain functions across businesses and restructured or ceased operating certain assets or businesses, and we may do so in the future, including through divestitures. These integrations may be of varying degree, depending on many factors such as business compatibility, strategic goals or geographic location, among others. Integrations are complex, often involve additional or unexpected costs and create a variety of issues and risks, including:
| ● | disruption or harm to the businesses involved; |
| ● | disruption to our other businesses, including as a result of the need for management to spend time and attention on the integration; |
| ● | difficulty combining different company cultures, systems, reporting structures, titles and job descriptions and compensation schemes; |
| ● | problems retaining key personnel, in particular at the acquired or integrated company; |
| ● | loss of travel service providers or partners of the acquired business; and |
| ● | difficulty implementing and maintaining effective controls, procedures and policies. |
We may not successfully integrate companies or achieve the strategic, financial or operating objectives of the acquisition or integration, any of which could adversely affect our business, results of operations or the value of our acquisitions.
Delaware law and our Certificate of Incorporation and Bylaws contain certain provisions, including anti- takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
Our Certificate of Incorporation and bylaws of the Company (the “Bylaws”), and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the New Mondee Board and
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therefore depress the trading price of New Mondee Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the New Mondee Board or taking other corporate actions, including effecting changes in our management. Among other things, the Certificate of Incorporation and the Bylaws include provisions regarding:
| ● | the ability of the New Mondee Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; |
| ● | the limitation of the liability of, and the indemnification of, our directors and officers; |
| ● | removal of the ability of New Mondee stockholders to take action by written consent in lieu of a meeting such action has been recommended or approved pursuant to a resolution approved by the affirmative vote of all of the directors then in office; |
| ● | the requirement that a special meeting of stockholders may be called only by a majority of the entire New Mondee Board, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; |
| ● | controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; |
| ● | the ability of the New Mondee Board to amend the bylaws, which may allow the New Mondee Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and |
| ● | advance notice procedures with which stockholders must comply to nominate candidates to the New Mondee Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the New Mondee Board, and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us. |
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the New Mondee Board or management.
The Certificate of Incorporation designates the Delaware Court of Chancery or the United States federal district courts as the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, stockholders, employees or agents.
The Certificate of Incorporation, provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for state law claims for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, agent or stockholder of New Mondee to New Mondee or our stockholders, or any claim for aiding or abetting such an alleged breach; (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the Certificate of Incorporation or the Bylaws, or to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the Bylaws; (iv) any action asserting a claim against the Company or any current or former director, officer, employee, agent or stockholder, whether arising under the DGCL, the Certificate of Incorporation or the Bylaws, or such actions as to which the DGCL confer jurisdiction on the Delaware Court of Chancery; or (v) any action asserting a claim against the Company or any current or former director, officer, employee, agent or stockholder governed by the internal affairs doctrine. The foregoing provisions will not apply to any claims as to which the Delaware Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of such court, which is rested in the exclusive jurisdiction of a court or forum other than such court (including claims arising under the Exchange Act), or for which such court does not have subject matter jurisdiction, or to any claims arising under the Securities Act and, unless the Company consents in writing to the selection of an alternative forum, the United States District Court for the District of Delaware will be the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act.
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules or regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such Securities Act claims. To prevent having to litigate claims in multiple jurisdictions and the threat of
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inconsistent or contrary rulings by different courts, among other considerations, the Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, United States District Court for the District of Delaware shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. There is uncertainty as to whether a court would enforce the forum provision with respect to claims under the federal securities laws.
This choice of forum provision in our Certificate of Incorporation may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find these types of provisions to be inapplicable or unenforceable, and if a court were to find the choice of forum provision contained in the Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations and financial condition. Furthermore, investors cannot waive compliance with the federal securities laws and rules and regulations thereunder
Risks Related to Ownership of New Mondee Common Stock
If we fail to comply with the listing requirements of Nasdaq, we would face possible delisting, which would result in a limited public market for our securities and make obtaining future debt or equity financing more difficult for us.
The Company’s Class A common stock and warrants are listed on Nasdaq under the symbols “MOND” and “MONDW,” respectively. Nasdaq may delist the New Mondee Common Stock or warrants from trading on its exchange for failure to meet the continued listing standards.
As previously disclosed in the report on Form 8-K, filed July 18, 2022, we received written notice (the “Notice”) from the Staff of the Listing Qualifications Department (the “Staff”) of Nasdaq stating that the Staff has determined that we have not complied with the requirements of IM-5101-2 because the Company did not demonstrate that its New Mondee Common Stock complies with (a) the minimum 1,100,000 Unrestricted Publicly Held Shares requirement in Listing Rule 5405(a)(2) (the “Unrestricted Publicly Held Shares Requirement”) and (b) the minimum $20 million in Market Value of Unrestricted Publicly Held Shares requirement in Listing Rule 5405(b)(3)(B) (the “Market Value of Unrestricted Publicly Held Shares Requirement” and, together with the Unrestricted Publicly Held Shares Requirement, the “Exchange Requirements”) and (ii) the Company’s warrants do not qualify for initial listing since the security underlying the warrant, the New Mondee Common Stock, does not qualify. The Notice indicated that the Company’s New Mondee Common Stock and warrants will be suspended from Nasdaq on July 27, 2022. A Form 25-NSE will be filed with the SEC unless the Company requests a hearing before a Hearings Panel (the “Panel”) by 4:00 p.m. Eastern Time on July 25, 2022. The Company plans to timely request a hearing before the Panel, which request will stay any further delisting action at least pending the outcome of the hearing and the expiration of any extension period that may be granted by the Panel.
We have not regained compliance as of the date of this registration statement. We are closely monitoring our unrestricted publicly held shares and market value and may consider available options to achieve compliance, including, but not limited to, releasing one or more Selling Securityholders from the applicable lock-up period, which would allow for earlier sales of shares of New Mondee Common Stock in the public market. However, we cannot assure you that we will be able to regain compliance in a timely manner. If we fail to receive a hearing extension, we may be subject to delisting. The delisting of our securities or transfer of listing may significantly reduce the liquidity of our securities, cause further declines to the market price of New Mondee Common Stock and make it more difficult for us to obtain adequate financing to support our continued operation.
If our securities are delisted from trading on such exchange for failure to meet the listing standards, we and our stockholders could face significant adverse consequences including:
| ● | a limited availability of market quotations for our securities; |
| ● | reduced liquidity for our securities; |
| ● | a determination that New Mondee Common Stock is a “penny stock,” which will require brokers trading in our New Mondee Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
| ● | a limited amount of news and analyst coverage; and |
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| ● | decreased ability to issue additional securities or obtain additional financing in the future. |
An active trading market for the New Mondee Common Stock may never develop or be sustained, which may cause shares of the New Mondee Common Stock to trade at a discount to the price implied by the Business Combination and make it difficult to sell shares of New Mondee Common Stock.
New Mondee Common Stock is listed under the symbol “MOND” on the Nasdaq. However, we cannot assure you that an active trading market for the New Mondee Common Stock will develop on that exchange or elsewhere or, if developed, that any market will be sustained. Accordingly, we cannot assure you of the likelihood that an active trading market for the New Mondee Common Stock will develop or be maintained, the liquidity of any trading market, your ability to sell your shares of the New Mondee Common Stock when desired or the prices that you may obtain for your shares. Additionally, the New Mondee Common Stock likely will not be eligible to be included in certain stock indices because of our dual class voting structure. For example, certain index providers have announced restrictions on including companies with multiple- class share structures in certain of their indexes. S&P, Dow Jones and FTSE Russell have each announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500. These changes exclude companies with multiple classes of shares from being added to these indices.
Concentration of ownership among our executive officers, directors and their respective affiliates may limit other stockholders’ ability to influence corporate matters and delay or prevent a third party from acquiring control over New Mondee.
The executive officers and directors of New Mondee, excluding Prasad Gundumogula, who will serve as New Mondee’s Chief Executive Officer, and their respective affiliates beneficially own, in the aggregate, approximately 7.6% of outstanding New Mondee Common Stock. Following the closing of the Business Combination, Mr. Gundumogula beneficially owns more than 83% of the outstanding shares of New Mondee Common Stock, which includes shares he is deemed to beneficially own through his control of Mondee Holdings, LLC, the sole holder of capital stock of Mondee, as well as the 6,000,000 Earn-Out Shares that he received upon the closing of the Business Combination. This significant concentration of ownership may have a negative impact on the trading price for the New Mondee Common Stock because investors often perceive disadvantages in owning stock in companies where there is a concentration of ownership in a small number of stockholders. In addition, these stockholders will be able to exercise influence over all matters requiring stockholder approval, including the election of directors and approval of corporate transactions, such as a merger or other sale of us or our assets. This concentration of ownership could limit other stockholders’ ability to influence corporate matters and may have the effect of delaying or preventing a change in control, including a merger, consolidation or other business combination, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change in control would benefit the other stockholders.
The market price of the New Mondee Common Stock may be volatile and fluctuate substantially, which could cause the value of your investment to decline.
The trading price of the New Mondee Common Stock is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in the New Mondee Common Stock. Factors that could cause fluctuations in the trading price of the New Mondee Common Stock include the following:
| ● | price and volume fluctuations in the overall stock market from time to time; |
| ● | volatility in the trading prices and trading volumes of travel industry stocks; |
| ● | changes in operating performance and stock market valuations of other travel companies generally, or those in our industry in particular; |
| ● | sales of shares of the New Mondee Common Stock by stockholders or by us; |
| ● | failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company or our failure to meet these estimates or the expectations of investors; |
| ● | the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections; |
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| ● | announcements by us or our competitors of new offerings or platform features; |
| ● | the public’s reaction to our press releases, other public announcements and filings with the SEC; |
| ● | rumors and market speculation involving us or other companies in our industry; |
| ● | actual or anticipated changes in our results of operations or fluctuations in our results of operations; |
| ● | the COVID-19 pandemic and its impact on the travel industry; |
| ● | actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally; |
| ● | litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors; |
| ● | developments or disputes concerning our intellectual property or other proprietary rights; |
| ● | announced or completed acquisitions of businesses, services or technologies by us or our competitors; |
| ● | new laws or regulations or new interpretations of existing laws or regulations applicable to our business; |
| ● | changes in accounting standards, policies, guidelines, interpretations or principles; |
| ● | any significant change in our management; |
| ● | general economic conditions and slow or negative growth of our markets; and |
| ● | other factors described in this “Risk Factors” section. |
In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.
If securities analysts do not publish research or reports about our business or if they publish negative evaluations of the New Mondee Common Stock, the market price and trading volume of the New Mondee Common Stock could decline.
The trading market for the New Mondee Common Stock will rely, in part, on the research and reports that industry or financial analysts publish about us or our business. We do not currently have, and may never obtain, research coverage by industry or financial analysts. If no, or few, analysts commence coverage of us, the trading price of the New Mondee Common Stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of the New Mondee Common Stock, the price of the New Mondee Common Stock could decline. If one or more of these analysts cease to cover the New Mondee Common Stock, we could lose visibility in the market for the New Mondee Common Stock, which in turn could cause our stock price to decline.
The securities being offered in this prospectus represent a substantial percentage of the outstanding New Mondee Common Stock and the sales of such securities, or the perception that these sales could occur, could cause the market price of the securities of the Company to decline significantly and certain Selling Stockholders still may receive a positive rate of return on the sale of their securities.
The Resale Securities being offered in this prospectus represent approximately [87.2]% of our outstanding shares of New Mondee Common Stock, including Earn Out Shares. The sale of such securities, or the perception that such sales could occur, could increase the volatility of the market price of New Mondee Common Stock or result in a significant decline in the public trading price of New Mondee Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that it deems appropriate. Resales of New Mondee Common Stock may cause the market price of our securities to drop significantly, even if our business is doing well.
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Although the Sponsor, the Mondee Stockholder and the Members (as defined herein) will be prohibited from transferring any shares of New Mondee Common Stock until the date that is six months following the Closing Date, subject to certain exceptions, these shares may be sold after the expiration of such lock-up period or in the event that the Company chooses to release shares of New Mondee Common Stock held by such Selling Securityholders from such lock-up periods prior to the expiration of such periods. For instance, we may choose to release one or more Selling Securityholders from the applicable lock-up periods, if we determine it is in our stockholders’ and our best interests, which would allow for earlier sales of shares of New Mondee Common Stock in the public market, which could have a negative impact on the price of New Mondee Common Stock. For example, as of July 18, 2022, we have a small public float of approximately [•] million shares of New Mondee Common Stock. We may need to increase our public float in order to comply with Nasdaq listing standards. In addition, our small public float could limit the ability of large, institutional investors to invest in our equity, limit our ability to raise additional capital through sales of New Mondee Common Stock and limit the attractiveness of our equity to potential strategic partners. For these reasons or other unforeseen developments, we may determine that it in our stockholders’ and our best interests to release one or more selling stockholders from their applicable lock-up obligations.
Following the expiration of or earlier release from the applicable lock-ups described in this prospectus and as restrictions on resale end and registration statements are available for use, the market price of New Mondee Common Stock could decline if the holders of restricted or locked up shares sell them or are perceived by the market as intending to sell them. As such, sales of a substantial number of shares of New Mondee Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell such shares, could reduce the market price of New Mondee Common Stock. Despite such a decline in the public trading price of our securities, the Selling Securityholders may still experience a positive rate of return on the securities they purchased due to the differences in the purchase prices described above and the public trading price of our securities.
In addition, downward pressure on the market price of the New Mondee Common Stock that likely will result from sales of New Mondee Common Stock issued in connection with exercise of warrants or sales of warrants upon expiration of any applicable lock-up periods could encourage short sales of New Mondee Common Stock by market participants. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. Short sales of New Mondee Common Stock could have a tendency to depress the price of the New Mondee Common Stock, which could increase the potential for short sales.
The Warrants included in this prospectus will become exercisable for New Mondee Common Stock, which will increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
As a result of the Business Combination being completed, outstanding public warrants to purchase an aggregate of 12,075,000 shares of New Mondee Common Stock and outstanding private warrants to purchase 337,500 shares of New Mondee Common Stock are exercisable in accordance with the terms of the warrant agreement governing those securities. These Warrants are exercisable anytime during the period commencing 30 days after the completion of the Business Combination and ending on the fifth anniversary of the completion of the Business Combination, subject to certain limitations and exceptions. The exercise price of these Warrants is $11.50 per share. To the extent such warrants are exercised, additional shares of New Mondee Common Stock will be issued, which will result in dilution to the holders of New Mondee Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of New Mondee Common Stock. However, there is no guarantee that the Warrants will ever be in the money prior to their expiration, and as such, the Warrants may expire worthless.
Risks Related to the Business Combination and New Mondee
Litigation or legal proceedings could expose New Mondee, to significant liabilities and have a negative impact on New Mondee’s respective reputations or business, as applicable.
New Mondee may become subject to claims, litigation, disputes and other legal proceedings from time to time. We evaluate these claims, litigation, disputes and other legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we may establish reserves, as appropriate. These assessments and estimates are based on the information available to each management team at the time of its respective assessment and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from our assessments and estimates.
42
Under the terms of the DB Engagement Letter, ITHAX agreed to indemnify and hold harmless and its directors, officers, agents, and employees and each other person, if any, who controls Deutsche Bank, within the meaning of the Securities Act, against any and all claims, losses, damages, liabilities, costs, and expenses as incurred arising related to or arising out of or in connection with, in each case, any actual or proposed transactions giving rise to or contemplated by the DB Engagement Letter or Deutsche Bank’s engagement under the DB Engagement Letter. Accordingly, if any claims, litigation, disputes or other legal proceedings are brought by third parties against Deutsche Bank in relation to the services it provided to ITHAX under any of these agreements, then New Mondee may be liable to pay for or reimburse Deutsche Bank for the losses and costs it incurs, unless such claims, losses, damages, liabilities, costs, or expenses arise primarily and directly out of or are based primarily or directly upon any action or failure to act by Deutsche Bank that is found in a final and non-appealable judicial determination by a court of competent jurisdiction (or settlement tantamount thereto) to constitute willful misconduct or gross negligence on the part of such indemnified party.
Even when not merited or whether or not New Mondee ultimately prevails, the defense of these lawsuits may divert management’s attention, and we may incur significant expenses in defending these lawsuits. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some of these legal disputes may result in adverse monetary damages, penalties or injunctive relief against any New Mondee, which could negatively impact any of our financial positions, cash flows or results of operations. An unfavorable outcome of any legal dispute could imply that New Mondee becomes liable for damages or may have to modify its business model.
Further, any liability or negligence claim against New Mondee in US courts may, if successful, result in damages being awarded that contain punitive elements and therefore may significantly exceed the loss or damage suffered by the successful claimant. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future. A settlement or an unfavorable outcome in a legal dispute could have an adverse effect on New Mondee’s business, financial condition, results of operations, cash flows and/or prospects.
Furthermore, while New Mondee maintains insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may dispute its entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery.
The Business Combination may be subject to U.S. foreign investment regulations, which may impose conditions on, prevent, or un-wind the consummation of the Business Combination. Such conditions or limitations could also potentially make New Mondee Common Stock less attractive to investors or cause our future investments to be subject to U.S. foreign investment regulations.
Investments that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to U.S. laws that regulate foreign investments in U.S. businesses and access by foreign persons to technology developed and produced in the United States. These laws include Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018, and the regulations at 31 C.F.R. Parts 800 and 802, as amended, administered by the Committee on Foreign Investment in the United States (“CFIUS”).
Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a “U.S. business” by a “foreign person” (in each case, as such terms are defined in 31 C.F.R. Part 800) always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through regulations that became effective in 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person, but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “covered investment critical infrastructure,” and/or “sensitive personal data” (in each case, as such terms are defined in 31 C.F.R. Part 800).
The investments by Sponsor and foreign persons controlling certain PIPE Investors in connection with the Business Combination resulted in investments in us by non-U.S. persons that could be considered by CFIUS to be covered investments or minority interests that could result in a covered control transaction that CFIUS would have authority to review. For example, Mr. Fintiklis, who is a Cypriot national and a permanent resident of the United States, served as the Chief Executive Officer of ITHAX and currently serves as a director of New Mondee, controls Ithaca Capital Partners 6 LLC, a Delaware limited liability company and one of the managing members of the Sponsor. The other managing member of the Sponsor is GMDA Capital Opportunities Ltd, an entity organized under the laws of Cyprus. Certain PIPE Investors are also foreign persons or controlled by foreign persons.
43
CFIUS or another U.S. governmental agency could choose to review the Business Combination or past or proposed transactions involving new or existing foreign investors in New Mondee, even if a filing with CFIUS is or was not required at the time of such transaction. There can be no assurances that CFIUS or another U.S. governmental agency will not choose to review the Business Combination. Any review and approval of an investment or transaction by CFIUS may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS policies and agency practices are rapidly evolving, and in the event that CFIUS reviews the Business Combination or one or more proposed or existing investment by investors, there can be no assurances that such investors will be able to maintain, or proceed with, such investments on terms acceptable to the parties to the Business Combination or such investors. Among other things, CFIUS could seek to impose limitations or restrictions on, or prohibit, investments by such investors (including, but not limited to, limits on purchasing New Mondee Common Stock, limits on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture, among other things) or CFIUS could order us to divest all or a portion of Mondee if we had proceeded without first obtaining CFIUS clearance.
If CFIUS elects to review the Business Combination, the time necessary to complete such review of the Business Combination or a decision by CFIUS to prohibit the Business Combination could prevent ITHAX from completing the Business Combination with Mondee prior to July 31, 2022, after which date (i) either ITHAX or Mondee may elect to terminate the Business Combination Agreement or (ii) PIPE Investors may elect to terminate their obligations under the Subscription Agreements.
We may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment.
We cannot assure you that the due diligence conducted in relation to Mondee has identified all material issues or risks associated with Mondee, its business or the industry in which it competes. As a result of these factors, we may incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or New Mondee. Accordingly, any New Mondee stockholders could suffer a reduction in the value of their shares and warrants. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or prospectus relating to the Business Combination contained an actionable material misstatement or material omission.
Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our 12,075,000 public warrants and 337,500 private placement warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.
As a result, included on ITHAX’s balance sheets as of March 31, 2022 and December 31, 2021 contained elsewhere in this prospectus are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities.
ITHAX identified a material weakness in internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.
44
Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As described elsewhere in this prospectus, ITHAX identified a material weakness in internal control over financial reporting related to our complex financial instruments. As a result of this material weakness, ITHAX’s management concluded that its internal control over financial reporting was not effective as of March 31, 2022.
Any continued failure to maintain such internal control over our financial reporting control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our ability to consummate the initial business combination.
As a result of the material weakness described above, we face potential for litigation or other disputes which may include, among others, claims under federal and state securities laws, contractual claims or other claims arising from the material weakness in our internal control over financial. As of the date of this prospectus, we have no knowledge of any such litigation or dispute.
We can give no assurance as to our ability to timely remediate the material weakness identified, if at all: that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls; or that any litigation or dispute will not arise in the future.
The warrants may never be in the money, and they may expire worthless and the terms of the public warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment.
The warrants were issued in registered form under a warrant agreement between Continental and the Company, as warrant agent, and the Company. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision or correct any mistake, but requires the approval by the holders of at least a majority of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least a majority of the then-outstanding public warrants approve of such amendment and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, a majority of the number of the then-outstanding private placement warrants. Although our ability to amend the terms of the public warrants with the consent of at least a majority of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of New Mondee Common Stock purchasable upon exercise of a warrant.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the New Mondee Common Stock equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to: (i) exercise your warrants and pay the exercise price therefore at a time when it may be disadvantageous for you to do so; sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.
45
In addition, we may redeem your warrants at any time after they become exercisable and prior to their expiration at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares.
The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at one Class A ordinary share per warrant (subject to adjustment) irrespective of the remaining life of the warrants. None of the private placement warrants will be redeemable by us, subject to certain circumstances, so long as they are held by the Sponsor or its permitted transferees.
New Mondee is subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased New Mondee’s costs and the risk of non-compliance.
New Mondee will be subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and will likely continue to result in, increased general and administrative expenses and a diversion of management time and attention from seeking a business combination target.
Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to New Mondee’s disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.
46
USE OF PROCEEDS
All of the securities offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales.
Assuming the exercise of all Warrants being offered pursuant to this prospectus for cash, we will receive an aggregate of approximately $142.7 million but will not receive any proceeds from the sale of the shares of New Mondee Common Stock issuable upon such exercise. We expect to use the net proceeds from the exercise of the Warrants, if any, for general corporate purposes. We will have broad discretion over the use of any proceeds from the exercise of the Warrants. There is no assurance that the holders of the Warrants will elect to exercise for cash any or all of such Warrants. To the extent that any Warrants are exercised on a “cashless basis,” we would not receive any proceeds from the exercise of such Warrants.
Except as otherwise provided in the Registration Rights Agreement, the Selling Securityholders will pay any underwriting discounts and commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public accounting firm.
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2022 and for the year ended December 31, 2021 combine the historical statement of operations of ITHAX and the historical consolidated statement of operations of Mondee for such period on a pro forma basis as if the Business Combination, the PIPE Financing, the ITHAX public share redemption, the settlement of the related party loan receivable and the transactions contemplated by the Business Combination Agreement had been consummated on January 1, 2021.
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination, the PIPE Financing, the ITHAX public share redemption, the settlement of the related party loan receivable and the transactions contemplated by the Business Combination Agreement has been prepared for informational purposes only. The unaudited pro forma condensed combined statement of operations is not necessarily indicative of what the actual results of operations would have been had the Business Combination taken place on the date indicated, nor are they indicative of the future consolidated results of operations of the post-combination company. The transaction accounting adjustments are based on the information currently available. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.
|
| Three Months |
| Year Ended |
| ||
(Amounts in thousands) |
| Pro Forma |
| Pro Forma |
| ||
Statement of Operations Data |
|
|
|
|
|
|
|
Revenues |
| $ | 37,653 |
| $ | 93,194 |
|
Operating expenses |
| $ | 41,667 |
| $ | 117,386 | |
Loss from operations |
| $ | (4,014) |
| $ | (24,192) | |
Other income (expense), net |
| $ | (3,851) |
| $ | (15,183) | |
Net loss |
| $ | (7,919) |
| $ | (39,698) | |
|
| As of March |
| |
(Amounts in thousands) |
| Pro Forma |
| |
Balance Sheet Data |
|
|
|
|
Total current assets |
| $ | 102,219 |
|
Total assets |
| $ | 244,249 |
|
Total current liabilities |
| $ | 63,759 |
|
Total liabilities |
| $ | 250,450 |
|
Total stockholders’ equity |
| $ | (6,201) | |
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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA CONDENSED COMBINED PER SHARE FINANCIAL INFORMATION
The following table sets forth the per share data of each of ITHAX and Mondee on a stand-alone basis and the unaudited pro forma combined per share data for the three months ended March 31, 2022, after giving effect to the Business Combination, the PIPE Financing, the ITHAX public share redemption, as well as the settlement of a related party loan receivable immediately upon completion of the Business Combination with an aggregate commitment amount of $150.0 million and the transactions contemplated by the Business Combination Agreement.
In addition, the related party loan receivable will be settled upon the consummation of the Business Combination by delivery of New Mondee Common Stock and through the acquisition of Metaminds Technologies Pvt. Ltd and Metaminds Software Solutions Ltd, corporations limited by shares organized under the laws of India, and Metaminds Global Solutions Inc. (“Metaminds”). This information should be read together with “Certain Relationships and Related Person Transactions Prior to the Business Combination - Metaminds Services Agreement.” Management is currently evaluating the impact of this transaction.
As such, the unaudited pro forma condensed combined financial information has been prepared on the assumption that the related party loan receivable is fully settled upon consummation of the Business Combination by delivery of New Mondee Common Stock. For further information on the related party loan receivable see, “Certain Relationships and Related Person Transactions — Mondee — Mondee Group Note.”
Additionally, the Company renegotiated its repayment terms with TCW, that includes issuance of Class G units of Mondee Holdings LLC and deferral of interest and principal payments subsequent to consummation of the Business Combination. This information should be read together with “Management Discussion and Analysis -Liquidity and Capital Resources” for additional details on the amendment. Management is currently evaluating the impact of the amendment.
The unaudited pro forma net loss information for the three months ended March 31, 2022 and for the year ended December 31, 2021, was computed as if the Business Combination, the PIPE Financing, the ITHAX public share redemption, the settlement of the related party loan receivable and the transactions contemplated by the Business Combination Agreement had been consummated on January 1, 2021.
You should read the information in the following table in conjunction with the summary historical financial information summary included in the Proxy Statement/Prospectus and the historical financial statements of ITHAX and Mondee and related notes that are included in the Proxy Statement/Prospectus. The unaudited ITHAX and Mondee pro forma condensed combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in the Proxy Statement/Prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information.”
The unaudited pro forma condensed combined loss per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma condensed combined book value per share information below does not purport to represent what the value of ITHAX and Mondee would have been had the companies been combined during the periods presented.
(Amounts in thousands except share and per share amounts) |
| ITHAX (Historical) |
| Mondee (Historical)(2) |
| Pro Forma Condensed Combined |
| |||
For the Three Months Ended March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
Book (deficit) value per share(1) |
|
| (0.49) |
| (33,965,000) |
| (0.08) | |||
Net Income (Loss) |
| $ | 433 |
| $ | (6,991) | $ | (7,919) | ||
Shares outstanding |
|
| 30,862,500 |
|
| 1 |
| 73,132,868 | ||
Net income (loss)(2) |
| $ | 0.01 |
| $ | (6,991,000) | $ | (0.11) | ||
| (1) | The ITHAX and Mondee historical book values per share as of March 31, 2022 are computed by dividing the total stockholders’ equity (deficit) balance by the number of common stock shares outstanding at the end of the period. The unaudited pro forma condensed combined book value per share of New Mondee after the consummation of the Business Combination, is computed by dividing total unaudited pro forma stockholders’ equity by the unaudited pro forma number of common shares outstanding at the end of the period. |
| (2) | Net loss per share of the historical and unaudited pro forma condensed combined company is computed by dividing the historical or unaudited pro forma net loss available to stockholders by the historical or unaudited pro forma number of shares of common stock outstanding over the period. |
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below have the same meaning as terms defined and included in the Proxy Statement/Prospectus. In this section, the financial information presented for Mondee is that of Mondee Holdings II, Inc., a Delaware corporation.
Introduction
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 requires pro forma adjustments that depict the accounting for the transaction (“Transaction Accounting Adjustments”) and allows optional pro forma adjustments that present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”).
ITHAX and Mondee are collectively referred to herein as the “Companies,” and the Companies, subsequent to the Business Combination and the PIPE Investment, are referred to herein as “New Mondee.”
The unaudited pro forma condensed combined balance sheet as of March 31, 2022, combines the historical consolidated balance sheet of ITHAX and the historical consolidated balance sheet of Mondee on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on March 31, 2022.
The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2022 and for the year ended December 31, 2021 combines the historical consolidated statements of operations of ITHAX and Mondee on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on January 1, 2021, the beginning of the earliest period presented:
| ● | The Business Combination of ITHAX with and into Mondee, with Mondee surviving such Business Combination as a wholly owned subsidiary of New Mondee; |
| ● | The PIPE Financing and related adjustment; |
| ● | The redemption of 23,311,532 shares of ITHAX from ITHAX public shareholders who elected to have their shares redeemed in connection with the Business Combination for an aggregate redemption price of $233,586; |
| ● | The settlement of a related party loan receivable immediately upon completion of the Business Combination by the delivery of New Mondee Common Stock; |
| ● | All outstanding shares of Mondee common stock will be cancelled and will receive the right to convert their shares in to shares of New Mondee using a conversion ratio calculated in accordance with the terms of the Business Combination Agreement, and certain shareholders will also receive the contingent right to receive Earn-Out Shares based on specified terms in the Earn-Out agreement; and |
| ● | All outstanding ITHAX Class A (after the redemption described above) and Class B ordinary shares will be cancelled and converted into shares of common stock of New Mondee. |
The historical financial information of ITHAX was derived from the audited consolidated financial statements of ITHAX as of and for the year ended December 31, 2021, as well as the unaudited condensed consolidated financial statements of ITHAX for the three months ended March 31, 2022, included in the Proxy Statement/Prospectus. The historical financial information of Mondee was derived from the audited consolidated financial statements of Mondee as of and for the year ended December 31, 2021, as well as the unaudited condensed consolidated financial statements of Mondee for the three months ended March 31, 2022, included in the Proxy Statement/Prospectus. This information should be read together with ITHAX’s and Mondee’s audited financial statements and related notes, the sections titled “ITHAX’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Mondee’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included in the Proxy Statement/Prospectus.
50
The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what New Mondee’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. The pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of New Mondee. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments after recording actual redemptions totaling 23,311,532 shares of ITHAX represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.
The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, ITHAX will be treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Mondee issuing shares for the net assets of ITHAX, accompanied by a recapitalization. The net assets of ITHAX will be recognized at historical cost, with no goodwill or other intangible assets recorded.
This unaudited condensed combined pro forma balance sheet represents the scenario in which the outstanding principal and interest on the related party loan receivable is settled by the delivery of New Mondee Common Stock equal to the fair market value of the obligation to Mondee Inc. in full satisfaction of the outstanding principal and interest immediately upon consummation of the Business Combination. The transaction accounting adjustment of $22,181 will have an impact reducing the related party loan receivable and increasing the Treasury Stock of New Mondee.
51
Unaudited Pro Forma Condensed Combined Balance Sheet As of March 31, 2022
(in thousands, except share and per share amounts)
| ITHAX |
| Mondee |
| Transaction |
|
| Pro |
| ||||||
Assets | |||||||||||||||
Cash and cash equivalents | $ | 231 | $ | 16,590 | $ | 50,027 | 3(a) | $ | 66,848 | ||||||
Restricted cash | — | — | — | — | |||||||||||
Restricted short-term investments | — | 8,497 | — | 8,497 | |||||||||||
Trade accounts receivable | — | 17,442 | — | 17,442 | |||||||||||
Contract assets | — | 6,504 | — | 6,504 | |||||||||||
Prepaid and other current assets | 50 | 5,133 | (2,255) | 3(i) | 2,928 | ||||||||||
Total current assets | 281 | 54,166 | 47,772 | 102,219 | |||||||||||
Property and equipment, net | — | 9,363 | — | 9,363 | |||||||||||
Investments held in Trust Account | 241,608 | — | (241,608) | 3(a)(1) | — | ||||||||||
Goodwill | — | 66,420 | — | 66,420 | |||||||||||
Intangible assets, net | — | 62,123 | — | 62,123 | |||||||||||
Loan receivable from related parties | — | 22,181 | (22,181) | 3(h) | — | ||||||||||
Operating lease right-of-use-assets | — | 2,355 | — | 2,355 | |||||||||||
Other non-current assets | — | 1,769 | — | 1,769 | |||||||||||
Total assets | $ | 241,889 | $ | 218,377 | $ | (216,017) | $ | 244,249 | |||||||
Liabilities and stockholders’ (deficit) equity | |||||||||||||||
Accounts payable | $ | — | $ | 30,011 | $ | — | $ | 30,011 | |||||||
Amounts payable to related parties | — | 1,974 | — | 1,974 | |||||||||||
Paycheck Protection Program (PPP) and other government loans, current portion | — | 477 | — | 477 | |||||||||||
Accrued expenses and other current liabilities | 95 | 13,625 | (2,095) | 3(g) | 11,625 | ||||||||||
Deferred revenue | — | 6,406 | — | 6,406 | |||||||||||
Long term debt, current portion | — | 13,266 | — | 13,266 | |||||||||||
Total current liabilities | 95 | 65,759 | (2,095) | 63,759 | |||||||||||
Deferred income taxes | — | 558 | — | 558 | |||||||||||
Loan payable to related parties | — | 194 | — | 194 | |||||||||||
PPP and other government loans | — | 1,788 | — | 1,788 | |||||||||||
Long term debt excluding current portion | — | 166,111 | — | 166,111 | |||||||||||
Deferred revenue excluding current portion | — | 13,583 | — | 13,583 | |||||||||||
Operating lease liabilities | — | 1,774 | — | 1,774 | |||||||||||
Other long-term liabilities | — | 2,575 | — | 2,575 | |||||||||||
Deferred legal fee | 1,941 | — | (1,941) | 3(g) | — | ||||||||||
Deferred printer fee | 212 | — | (212) | 3(g) | — | ||||||||||
Warrant liability | 3,972 | — | (3,864) | 3(e)(2) | 108 | ||||||||||
Deferred underwriting fee | 9,083 | — | (9,083) | 3(a)(4) | — | ||||||||||
Total liabilities | 15,303 | 252,342 | (17,195) | 250,450 | |||||||||||
Common stock subject to possible redemption | 241,608 | — | (241,608) | 3(b) | — | ||||||||||
ITHAX Class A Ordinary Shares | 1 | — | (1) | 3(c) | — | ||||||||||
ITHAX Class B Ordinary Shares | 6 | — | (6) | 3(c)(2) | — | ||||||||||
New Mondee Common Stock | — | — | 52 | 3(d) | 52 | ||||||||||
Treasury Stock | — | — | (22,181) | 3(j) | (22,181) | ||||||||||
Additional paid-in capital | — | 163,545 | 53,465 | 3(e) | 217,010 | ||||||||||
Accumulated other comprehensive income (loss) | — | (202) | — | (502) | |||||||||||
Retained earnings (accumulated deficit) | (15,029) | (197,008) | 11,457 | 3(f) | (200,580) | ||||||||||
Total stockholders' (deficit) equity | (15,022) | (33,965) | 42,786 | (6,201) | |||||||||||
Total liabilities and stockholders' (deficit) equity | $ | 241,889 | $ | 218,377 | $ | (216,017) | $ | 244,249 | |||||||
52
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Three Months Ended March 31, 2022
(in thousands, except share and per share amounts)
| ITHAX |
| Mondee |
| Transaction |
|
| Pro |
|
| |||||||
Revenue, net | $ | — | $ | 37,653 | $ | — | $ | 37,653 | |||||||||
Operating expenses | |||||||||||||||||
General and administrative expenses | 2,305 | 2,440 | — | 4,745 | |||||||||||||
Sales and other expenses | — | 2,824 | 85 | 3(k) | 2,909 | ||||||||||||
Marketing expenses | — | 23,171 | — | 23,171 | |||||||||||||
Personnel expenses, including stock based compensation | — | 5,572 | 940 | 3(k) | 6,512 | ||||||||||||
Information technology expenses | — | 1,306 | — | 1,306 | |||||||||||||
Provision for doubtful accounts receivable and contract assets | — | 207 | — | 207 | |||||||||||||
Depreciation and amortization | — | 2,817 | — | 2,817 | |||||||||||||
Total operating expenses | 2,305 | 38,337 | 1,025 | 41,667 | |||||||||||||
Loss from operations | (2,305) | (684) | (1,025) | (4,014) | |||||||||||||
Interest income | 7 | 127 | (127) | 3(n) | 7 | ||||||||||||
Interest expense | — | (6,229) | — | (6,229) | |||||||||||||
Gain on extinguishment of PPP loan | — | — | — | — | |||||||||||||
Other income (expense) | 2,731 | (151) | (209) | 3(m) | 2,371 | ||||||||||||
Loss before income taxes | 433 | (6,937) | (1,361) | (7,865) | |||||||||||||
Provision from income taxes | — | (54) | — | (54) | |||||||||||||
Net income (loss) | 433 | (6,991) | (1,361) | (7,919) | |||||||||||||
Other comprehensive income (loss) | — | (229) | — | (229) | |||||||||||||
Total comprehensive income (loss) | $ | 433 | $ | (7,220) | $ | (1,361) | $ | (8,148) | |||||||||
Basic and diluted income (loss) per share, Class A Ordinary shares subject to possible redemption | $ | 0.01 | $ | — | $ | — | $ | — | |||||||||
Weighted average shares outstanding, Class A Ordinary shares subject to possible redemption | 24,150,000 | — | — | — | |||||||||||||
Basic and diluted income (loss) per share, Non-redeemable Ordinary shares | $ | 0.01 | $ | — | $ | — | $ | — | |||||||||
Weighted average shares outstanding, Non-redeemable Ordinary shares | 6,712,500 | — | — | — | |||||||||||||
Basic and diluted income (loss) per share | N/A | N/A | $ | — | $ | (0.11) | |||||||||||
Weighted average shares outstanding, basic and diluted | N/A | N/A | — | 73,132,868 | 3(l) | ||||||||||||
53
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2021
(in thousands, except share and per share amounts)
| ITHAX |
| Mondee |
| Transaction |
|
| Pro |
|
| |||||||
Revenue, net | $ | — | $ | 93,194 | $ | — | $ | 93,194 | |||||||||
Operating expenses | |||||||||||||||||
General and administrative expenses | 834 | 7,455 | — | 8,289 | |||||||||||||
Sales and other expenses | — | 11,165 | 92 | 3(k) | 11,257 | ||||||||||||
Marketing expenses | — | 54,611 | — | 54,611 | |||||||||||||
Personnel expenses, including stock based compensation | — | 23,422 | 1,014 | 3(k) | 24,436 | ||||||||||||
Information technology expenses | — | 4,058 | — | 4,058 | |||||||||||||
Provision for doubtful accounts receivable and contract assets | — | 1,874 | — | 1,874 | |||||||||||||
Depreciation and amortization | — | 12,861 | — | 12,861 | |||||||||||||
Total operating expenses | 834 | 115,446 | (1,106) | 117,386 | |||||||||||||
Loss from operations | (834) | (22,252) | 1,106 | (24,192) | |||||||||||||
Interest income | 100 | 505 | (607) | 3(n) | (2) | ||||||||||||
Interest expense | — | (23,683) | — | (23,683) | |||||||||||||
Gain on extinguishment of PPP loan | — | 5,869 | — | 5,869 | |||||||||||||
Other income (expense) | 4,045 | 979 | (2,391) | 3(o) | 2,633 | ||||||||||||
Loss before income taxes | 3,311 | (38,582) | (4,104) | (39,375) | |||||||||||||
Provision from income taxes | — | (323) | — | (323) | |||||||||||||
Net income (loss) | 3,311 | (38,905) | (4,104) | (39,698) | |||||||||||||
Other comprehensive income (loss) | — | (311) | — | (311) | |||||||||||||
Total comprehensive income (loss) | $ | 3,311 | $ | (39,216) | $ | (4,104) | $ | (40,009) | |||||||||
Basic and diluted income (loss) per share, Class A Ordinary shares subject to possible redemption | $ | 0.12 | $ | — | $ | — | $ | — | |||||||||
Weighted average shares outstanding, Class A Ordinary shares subject to possible redemption | 22,098,904 | — | — | — | |||||||||||||
Basic income (loss) per Ordinary share, Class A and Class B Ordinary shares | $ | 0.12 | $ | — | $ | — | $ | — | |||||||||
Weighted average shares outstanding, Class A Ordinary shares | 6,588,288 | — | — | — | |||||||||||||
Diluted income (loss) per Ordinary share, Class A and Class B Ordinary shares | $ | 0.12 | $ | — | $ | — | $ | — | |||||||||
Weighted average shares outstanding, Diluted Class A and Class B Ordinary shares | 6,655,171 | — | — | — | |||||||||||||
Basic and diluted income (loss) per share | N/A | N/A | $ | — | $ | (0.54) | |||||||||||
Weighted average shares outstanding, basic and diluted | N/A | N/A | — | 73,145,568 | 3(l) | ||||||||||||
54
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 — Description of the Business Combination
On December 20, 2021, ITHAX entered into a Business Combination Agreement by and among Merger Sub I, LLC (“Merger Sub I”), Ithax Merger Sub II, LLC (“Merger Sub II”) and Mondee, with the Business Combination being completed on July 18, 2022.
Upon the closing of the Business Combination, subject to the terms and conditions contained in the Business Combination Agreement, ITHAX will acquire a minority interest in New Mondee, and the existing Mondee Shareholders will, in the aggregate, own a majority voting interest in New Mondee. Following the closing, the Company will change its name to Mondee Holdings, Inc.
At the effective time of the Business Combination (the “Effective Time”), by virtue of the Business Combination and without any action on the part of ITHAX, Merger Sub I, Merger Sub II and New Mondee or the holders of any of New Mondee’s securities:
| a) | each Mondee Common Share that is issued and outstanding immediately prior to the Effective Time was converted into the right to receive the number of shares of Common Stock of the New Mondee equal to the Exchange Ratio (defined as the Closing Merger Consideration divided by Mondee outstanding shares), rounded down to the nearest whole share, for a total of 60,800,000 shares of New Mondee Common Stock (defined as the Merger Consideration), plus the contingent right of certain shareholders to receive the Earn-Out Consideration following the closing of the Business Combination (as defined in greater detail below); |
| b) | all shares of common stock of Mondee held in treasury of Mondee and all shares of Mondee common stock owned by any direct or indirect wholly owned subsidiary of Mondee immediately prior to the Business Combination was cancelled without any conversion thereof; |
| c) | the issuance and sale of 7,000,000 shares of New Mondee Common Stock immediately prior to the Business Combination for an aggregate cash purchase price of $70 million, or $10.00 per share. Of the 7 million shares of New Mondee Common Stock to be issued pursuant to the Subscription Agreements, the Sponsor, affiliates and/or assignees have agreed to purchase approximately 7.1% of New Mondee Common Stock on the same terms and conditions of the PIPE Investors at a price of $10.00 per share. The Subscription Agreements contain customary representations, warranties, covenants and agreements of ITHAX, and the PIPE Investors and are subject to customary closing conditions and termination rights; |
| d) | each issued and outstanding share of common stock of Second Merger Sub was converted into and became one validly issued, fully paid and nonassessable share of common stock of the surviving corporation; |
| e) | 603,750 Class B ordinary Shares held by the Sponsor will be subject to forfeiture in connection with the Business Combination in accordance with terms of the Business Combination Agreement. |
The following summarizes consideration to Mondee at the closing of the Business Combination:
Shares transferred at Closing |
| 60,800,000 |
| |
Value per share | $ | 10 | ||
Total Share Consideration(1) | $ | 608,000,000 |
| (1) | Excludes 9,000,000 Earn-Out Shares that may be issued pursuant to the Earn-Out Agreement, subject to the conditions set forth therein and an aggregate of 331,600 of shares of New Mondee Common Stock issuable upon the Closing to certain executive officers of Mondee. See “Beneficial Ownership of Securities” for more information. |
55
Note 2 — Basis of presentation
The unaudited pro forma condensed combined financial information has been adjusted to include transaction accounting adjustments, which reflect the application of the accounting required by U.S. GAAP, linking the effects of the Business Combination, described above, to the ITHAX and Mondee historical financial statements.
The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with accounting principles generally accepted in the United States of America, or GAAP. Under this method of accounting, ITHAX is treated as the “acquired” company for accounting purposes. A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Mondee. Mondee will be deemed the accounting predecessor and New Mondee will be the successor SEC registrant, which means that Mondee’s financial statements for previous periods will be disclosed in New Mondee’s future periodic reports filed with the SEC. The consolidated assets, liabilities and results of operations of Mondee will become the historical financial statements of New Mondee, and ITHAX’s assets, liabilities and results of operations will be consolidated with Mondee beginning on the acquisition date. Mondee has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
| ● | Mondee’s pre-combination stockholders have the majority of the voting power in the post- Business Combination company; |
| ● | Mondee’s stockholders have the ability to appoint a majority of the New Mondee Board; |
| ● | Mondee’s management team will be the management team of the post-Business Combination company; |
| ● | Mondee’s prior operations will comprise the ongoing operations of the post-Business Combination company; |
| ● | Mondee is the larger entity based on historical revenues and business operations; and |
| ● | The post-Business Combination company will assume Mondee’s operating name. |
The unaudited pro forma condensed combined balance sheet as of March 31, 2022, assumes that the Business Combination occurred on March 31, 2022. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 and three months ended March 31, 2022 presents the pro forma effect of the Business Combination as if it had been completed on January 1, 2021. These periods are presented on the basis of Mondee being the accounting acquirer.
The unaudited pro forma condensed combined balance sheet as of March 31, 2022 has been prepared using, and should be read in conjunction with, the following:
| ● | ITHAX’s unaudited condensed consolidated balance sheet as of March 31, 2022 and the related notes for the three months ended March 31, 2022, included in the Proxy Statement/Prospectus; and |
| ● | Mondee’s unaudited condensed consolidated balance sheet as of March 31, 2022 and the related notes for the three months ended March 31, 2022, included in the Proxy Statement/Prospectus. |
Management has made significant estimates and assumptions in its determination of the pro forma adjustments (“Transaction Accounting Adjustments”). As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of New Mondee. They should be read in conjunction with the audited financial statements and notes thereto of each of ITHAX and Mondee included in the Proxy Statement/Prospectus.
56
The unaudited pro forma condensed combined financial information does not reflect the income tax effects of the pro forma adjustments as based on the statutory rate in effect for the historical periods presented. Management believes this unaudited pro forma condensed combined financial information to not be meaningful given the combined company has incurred significant losses during the historical periods presented.
The following table summarizes the pro forma common stock shares outstanding at Closing on a combined basis:
Pro Forma Combined |
| ||||
| Number of |
| Percentage of | ||
Mondee Stockholder(1) | 60,800,000 | 80.7 | % | ||
Initial Shareholders(2) | 6,502,500 | 8.6 | % | ||
Cantor | 210,000 | 0.3 | % | ||
Former ITHAX Class A Public Shareholders | 838,468 | 1.1 | % | ||
PIPE Investors | 7,000,000 | 9.3 | % | ||
| (1) | Excludes the 9,000,000 shares of New Mondee Common Stock that New Mondee may issue to the Members pursuant to the Earn-Out Agreement and an aggregate of 331,600 of shares of New Mondee Common Stock issuable upon the Closing to certain executive officers of Mondee. See “Beneficial Ownership of Securities” and “Mondee’s Executive and Director Compensation — Employment Agreements with our Named Executive Officers” for more information. The aggregate number of shares to the Mondee Stockholder includes up to 2,218,100 shares of New Mondee common stock that may be transferred to Mondee, Inc (a subsidiary of the Company) by Prasad Gundumogula in full or partial satisfaction of the Mondee Group Note, as amended. See “Unaudited Pro Forma Condensed Combined Financial Information” and the notes thereto included elsewhere in this Report and “Certain Relationships and Related Person Transactions — Mondee — Mondee Group Note.” |
| (2) | Excludes the shares purchased by the Sponsor in the PIPE Financing. |
After the consummation of the Business Combination, certain holders of New Mondee capital stock, immediately prior to consummation of the Business Combination will have the contingent right to receive Earn-Out Shares. The aggregate number of Earn-Out Shares is 9,000,000 shares of New Mondee Common Stock. The Earn-Out Shares will be issued following the Business Combination, as further described below.
The Earn-Out Shares are issuable following the consummation of the Business Combination as follows: (a) one-third (1/3) shares of New Mondee Common Stock if the closing share price of a share of New Mondee Common Stock is equal to or exceeds $12.50 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the closing and ending on the fourth anniversary of the closing, (b) one-third (1/3) shares of New Mondee Common Stock if the closing share price of a share of New Mondee Common Stock is equal to or exceeds $15.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the closing and ending on the fourth anniversary of the closing and (c) one-third (1/3) shares of New Mondee Common Stock if the closing share price of a share of New Mondee Common Stock is equal to or exceeds $18.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the closing and ending on the fourth anniversary of the closing.
The issuance of such Earn-Out Shares would dilute the value of all shares of New Mondee Common Stock outstanding at that time. Assuming the current capitalization structure, the approximately 3,000,000 Earn-Out Shares that would be issued upon meeting the $12.50 Earn-Out threshold, would represent approximately 3% of total shares outstanding at Closing. Assuming the current capitalization structure, the total shares of an additional approximately 3,000,000 Earn-Out Shares that would be issued upon meeting the $15.00 Earn-Out threshold, would represent approximately 3% of total shares outstanding at Closing. Assuming the current capitalization structure, the total shares of approximately 3,000,000 Earn-Out Shares that would be issued upon meeting the $18.00 Earn-Out threshold, would represent an additional approximately 3% (approximately 9% if all thresholds are met) of total shares outstanding at Closing.
The Company has concluded that the Earn-Out Shares issuable to holders of New Mondee capital stock are accounted for as liability instruments under ASC 815-40. As terms are subject to change, the unaudited pro forma condensed combined financial information does not give effect to the impacts from such Earn-Out Shares issuable.
57
Note 3 — Transaction Accounting Adjustments
Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2022
The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2022 are as follows:
3(a) Represents transaction accounting adjustments to cash and cash equivalents balance of the Company:
| Transaction |
| ||
ITHAX cash held in Trust Account(1) | $ | 241,608 | ||
PIPE Financing(2) | 70,000 | |||
Payment of transaction costs(3) | (18,912) | |||
Payment of deferred underwriting fees(4) | (9,083) | |||
Redemption of ITHAX Public Shareholders(5) | (233,586) | |||
Total transaction accounting adjustments | $ | 50,027 | ||
| (1) | Represents the reclassification of cash held in the Trust Account to cash and cash equivalents that became available following the Business Combination, and prior to redemptions. |
| (2) | Represents the issuance, in a private placement consummated concurrently with the closing of the Business Combination, to PIPE investors of 7,000,000 shares of ITHAX Class A Common Stock at $10 per share, for an aggregate purchase price of $70.0 million. |
| (3) | Represents payment of other transaction costs of $11.3 million incurred by Mondee for legal, financial advisory and other professional fees incurred in consummating the Business Combination. The unaudited pro forma condensed combined balance sheet reflects Mondee costs as a reduction of cash with a corresponding decrease in additional paid-in capital of $11.5 million. Additionally, this includes transaction costs incurred by ITHAX in the amount of $7.6 million. The unaudited pro forma condensed combined balance sheet reflects payment of these costs as a reduction of cash, with a corresponding decrease in additional paid-in capital and an increase in accumulated deficit. |
| (4) | Represents payment of deferred underwriting fees incurred as part of ITHAX’s IPO committed to be paid upon the consummation of the Business Combination with a corresponding increase in accumulated deficit. |
| (5) | Represents the redemption of 23,311,532 shares of ITHAX from ITHAX public shareholders who elected to have their shares redeemed in connection with the Business Combination for an aggregate redemption price of $233,586. |
3(b) Represents the reclassification of $241.6 million of ITHAX public shares from mezzanine equity to permanent equity, prior to redemptions. The unaudited pro forma condensed balance sheet reflects the reclassification with a corresponding increase of $241.6 million to additional paid in-capital and an increase of $0.02 million to ITHAX Class A Common Stock.
3I The following table represents the impact of the Business Combination on ITHAX Class A Common Stock:
| Transaction |
| ||
Conversion and recapitalization of ITHAX Stock(1) | $ | (31) | ||
ITHAX’s Domestication(2) | 6 | |||
Reclassification of ITHAX’s redeemed shares to ITHAX Class A common stock3(b) | 24 | |||
Total transaction accounting adjustments | $ | (1) | ||
| (1) | The adjustment reflects recapitalization of ITHAX’s shares (exchange of New Mondee shares for ITHAX shares). |
58
| (2) | The adjustment reclassifies par value of ITHAX’s Class B Ordinary Shares to Class A Ordinary Shares as a result of ITHAX’s domestication |
3(d) The following table represents the impact of the Business Combination on New Mondee Common Stock:
| Transaction |
| ||
PIPE Offering3(a)(2) | $ | 7 | ||
Conversion and Recapitalization of ITHAX & Mondee Stock(1) | 68 | |||
Redemption of ITHAX Public ShareholdeI(e)(5) | (23) | |||
Total transaction accounting adjustments | $ | 52 | ||
| (1) | The adjustment reflects recapitalization of Mondee and ITHAX shares (exchange of New Mondee shares for ITHAX and Mondee shares). |
3(e) The following table represents the impact of the Business Combination on additional paid -in capital:
| Transaction |
| ||
Payment of Mondee and ITHAX transaction costs3(a)(3) | $ | (16,919) | (4) | |
Reclassification of ITHAX’s redeemable shares to ITHAX Class A Common Stock3(b) | 241,584 | |||
PIPE Financing3(a)(2) | 69,993 | |||
Elimination of historical ITHAX accumulated deficit(1) | (15,029) | |||
Reclassification of ITHAX Public Warrants(2) | 3,864 | |||
Conversion and Recapitalization of ITHAX & Mondee Ick3(c)(1) | (37) | |||
Incentive Units Vesting Upon IPO(3) | 1,025 | |||
Redemption of ITHAX Public Shareholders(5) | (231,016) | |||
Total transaction accounting adjustments | $ | 53,465 | ||
| (1) | Reflects the reclassification of ITHAX’s historical accumulated deficit to additional paid-in-capital in connection with the consummation of the Business Combination. |
| (2) | Reflects the reclassification of $3.9 million of warrant liabilities associated with ITHAX’s public warrants to additional paid-in capital. Upon the consummation of the Business Combination, New Mondee has a single class equity structure, and the public warrants qualify as equity instruments under ASC 815, Derivatives and Hedging. |
| (3) | Reflects the calculated valuation of the Incentive stock units under the Black Scholes Model to additional paid-in-capital in connection with the consummation of the Business Combination. |
| (4) | The $16.9 million in transaction costs is comprised of $11.5 million and $5.4 million related to Mondee and ITHAX, respectively. Within the $13.5 million we have included an adjustment of $2.3 million associated with Mondee’s deferred offering costs. Additionally, the total transaction costs that impacts APIC (Additional paid-in-capital) excludes $2.3 million related to ITHAX transaction costs which were not subject to capitalization and were expensed once incurred. |
| (5) | Represents the redemption of 23,311,532 shares of ITHAX from ITHAX public shareholders who elected to have their shares redeemed in connection with the Business Combination. The aggregate redemption price was $233,586, of which $23 was recorded to New Mondee Common Stock and $231,016 was recorded to additional paid-in capital. The $231,586 net effect on additional paid-in capital includes both the $233,586 from the redemption of shares and the offsetting $2,547 of transaction costs allocated to the warrant liability. |
3(f) Reflects the reclassification of ITHAX’s historical accumulated deficit to additional paid -in-capital in connection with the consummation of the Business Combination, offset by the incentive stock units adjusted to reflect the New Mondee Profit sharing
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units vested in connection with the consummation of the Business Combination and offset by $0.1 million of transaction cost pertaining to public warrants allocation.
3(g) Reflects the transaction cost incurred as of March 31, 2022 recorded within accrued expenses, other current liabilities, deferred legal fee, and deferred printer fee.
3(h) Represents the settlement of the related party loan receivable by delivery of New Mondee Common Stock, as applicable on consummation of the Business Combination. On the unaudited pro forma condensed balance sheets, such adjustment reflects repayment of the loan receivable in accordance with the terms of the agreement, as the same may be amended. See “Certain Relationships and Related Person Transactions — Mondee — Mondee Group Note.”
3(i) Reflects the transaction cost incurred as of March 31, 2022 recorded within other current assets.
3(j) Reflects 2,218,100 shares of New Mondee Common Stock assumed at a fair value of $10 delivered to the Company as repayment upon the settlement of the related party loan receivable on consummation of the Business Combination. On the unaudited pro forma condensed balance sheets, such adjustment reflects repayment of the loan receivable in accordance with the terms of the agreement, as the same may be amended. See “Certain Relationships and Related Person Transactions — Mondee — Mondee Group Note.”
Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2021 and three months ended March 31, 2022
3(k) Represents New Mondee Profit sharing units vested in connection with the consummation of the Business Combination. This is a non-recurring item.
3(l) The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of post-business combination shares of Common Stock outstanding at the closing of the Business Combination and the PIPE Financing assuming they each occurred on January 1, 2021, as fully described in Note 4. For the issuance of additional shares in connection with the Business Combination, the calculations assume the shares were outstanding at the beginning of the periods presented. When assuming redemptions, the calculations are adjusted to eliminate such shares for the entire periods.
The Company excluded warrants underlying public units of 12,075,000 and warrants underlying private units of 337,500 from the computation of diluted net loss per share attributable to common shareholders for all redemption scenarios because these warrants represent contingently issuable shares. Contingently issuable shares should be included in EPS only when there is no circumstance under which those shares would not be issued. If the transaction does not go through, these shares will not be issued. These warrants are not shares that will or must be issued to consummate the transaction.
Further, the per share pro forma net loss excludes the impact of outstanding and unexercised public and Private Placement Warrants as the inclusion of these would have been anti-dilutive.
3(m) Represents the portion of capitalized transaction costs, incurred by ITHAX for the Business Combination, allocated to the derivative warrant liabilities at $209 thousand, which are expensed in the unaudited condensed combined pro forma statement of operations and reduce retained earnings. This is a non-recurring item.
3(n) The $606 thousand is comprised of the elimination of the interest income earned on the related party loan receivable of $507 thousand and the elimination of the interest income earned on the money market fund of $100 thousand that is not expected to continue after the business combination.
On the unaudited pro forma condensed statement of operations, the related party loan reflects repayment of the loan receivable in accordance with the terms of the agreement, as the same may be amended. See “Certain Relationships and Related Person Transactions — Mondee — Mondee Group Note.”
3(o) Represents the portion of capitalized transaction costs, incurred by ITHAX for the Business Combination, allocated to the derivative warrant liabilities at $2.4 million, which are expensed in the unaudited condensed combined pro forma statement of operations and reduce retained earnings. This is a non-recurring item.
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4. Net loss per Share
Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2021. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire periods presented (amounts in thousands, except share and per share data).
The 9 million Earnout Shares, issuable in three equal tranches to the certain Equity holders have been excluded from basic and diluted pro forma net loss per share as such shares are contingently issuable until the Earnout Triggering Events have occurred.
Three Months | Year Ended |
| |||||
| Pro Forma |
| Pro Forma | ||||
Unaudited Pro Forma Net Loss | $ | (7,919) | $ | (39,698) | |||
Basic weighted average shares outstanding | 73,132,868 | 73,145,568 | |||||
Net loss per share- Basic and Diluted | $ | (0.11) | $ | (0.54) | |||
Basic weighted average shares outstanding | |||||||
Mondee Stockholder | 60,800,000 | 60,800,000 | |||||
Initial Shareholders | 6,502,500 | 6,502,500 | |||||
Cantor | 210,000 | 210,000 | |||||
Former ITHAX Class A Public Shareholders | 838,468 | 838,468 | |||||
PIPE Investors | 7,000,000 | 7,000,000 | |||||
Treasury Stock | (2,218,100) | (2,205,400) | |||||
Total | 73,132,868 | 73,145,568 | |||||
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
As a result of the closing of the Business Combination, the financial statements of Mondee Holdings II, Inc. are now the financial statements of New Mondee. Thus, the following discussion and analysis of our financial condition and results of operations of Mondee Holdings II, Inc. prior to the Business Combination and New Mondee following the completion of the Business Combination should be read together with Mondee Holdings II, Inc.’s consolidated financial statements and the related notes appearing elsewhere in this prospectus. The discussion and analysis should also be read together with the pro forma financial information as of the years ended December 31, 2021 and 2020 included in this prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information.” This discussion includes both historical information and forward-looking statements based upon current expectations that involve risk, uncertainties and assumptions. New Mondee’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section titled “Risk Factors” starting on page 12 and elsewhere in this prospectus. New Mondee’s historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
We are a rapid-growth, technology-first travel marketplace with a portfolio of globally recognized brands in the leisure, retail and corporate travel sectors.
New Mondee provides state-of-the art technologies, operating systems and services that modernize travel market transactions to better serve travelers seeking enhanced life-style choices directly or through travel affiliates. These technology-led platforms, combined with our distribution network, access to global travel inventory and its extensive, negotiated travel content, create a modern travel marketplace, that includes financial technology and insurance, marketing technology, and conversational commerce platforms. The Company believes this modern travel marketplace provides enhanced options to the increasingly discerning traveler, on efficient consumer-friendly distribution platforms that support its travel supplier partners in utilizing highly perishable travel inventory.
In addition to the rapid development of a modern travel marketplace, the Company is increasingly focused on expanding its marketplace to the gig economy segment of the travel market. The Company believes gig workers are seeking more flexible, diverse content travel services and that its platform is well suited to serve them.
From its founding, the Company began building a leading international wholesale travel business through acquisitions and deployment of our technology platform. We have continued to enhance our technology, expand our market reach and increase our travel market penetration with a combination of organic and inorganic initiatives and transactions. Most recently we acquired companies with subscription product, expanded hotel and retail consumer services and additional global content.
The successful execution of this combined organic and inorganic acquisition business strategy has enhanced New Mondee’s modern travel marketplace and we believe positions us well for the emerging travel business opportunities.
We generate revenue primarily from sales of airline tickets and other travel products and have begun adding subscription fees with some services. Primarily all of the Company’s revenue today is generated by providing omni-channel travel services that result in airline ticket and ancillary sales. Revenue is received in the form of ticket markup, supplier commission or ticketing or ancillary fees, fintech revenue, as well as incentive payments from airlines, Global Distribution Systems (“GDS”) service providers, and banks and financial institutions, which New Mondee leverages in its payment processing and settlement platforms. The Company fulfills and settles the reservations booked through affiliated travel agents or directly by travelers.
Historically, we have financed our operations primarily through financing activities, however we did not obtain further financing during the three months ended March 31, 2022. As of the periods presented, through financing activities we have raised an aggregate of $0.0 million and $3.6 million for the three months ended March 31, 2022 and March 31, 2021, respectively. We incurred a net loss of $7.0 million and our operations provided $3.4 million in cash for the three months ended March 31, 2022. We incurred a net loss of $12.4 million, including the impacts of COVID 19, and used $2.0 million in cash from operating activities for the three months ended March 31, 2021. We did not acquire any businesses during the three months ended March 31, 2022.
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Impact of COVID-19
The continued global pandemic of novel coronavirus (“COVID-19”) has resulted and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. In response to the pandemic, Governments, healthcare and other organizations around the world have imposed, and may impose in the future, various measures, including but not limited to, voluntary and mandatory quarantines, stay-at-home orders, travel restrictions and advisories, limitations on gatherings of people, reduced operations and extended closures of businesses.
With respect to the Company, since our business and prospects are largely dependent on travel transaction volumes, that have and will continue to be adversely affected by these and other measures to mitigate risk associated with COVID-19, our financial results for the year ended December 31, 2020 were significantly and negatively impacted, with a material decline in total revenues, net income, cash flow from operations and Adjusted EBITDA. Mondee withstood these unprecedented impacts in the form of airline and traveler cancellations, customer chargebacks, and refunds. However, we took measures to mitigate or control risks associated with COVID-19 and reduce costs and manage cashflow. In particular, we (a) renegotiated certain terms and conditions of our loans with our lenders to defer interest payments and thereby managed our cash; (b) raised additional capital through external borrowings; (c) restructured accounts payable to accommodate a longer time horizon for payment; and (d) invested in and developed our platform to increase operating efficiencies and to reduce labor expenses. Our financial results for the three months ended March 31, 2022 improved from the negatively impacted fiscal 2020 as the travel industry began to rebound.
During 2020, Mondee also applied for and received a loan of $4.3 million from the U.S. Small Business Administration Paycheck Protection Program (“PPP”), all of which was forgiven in August 2021. Mondee and Rocketrip each applied for second tranches of the PPP in January 2021 and received, in aggregate $3.6 million. In November 2021, Rocketrip’s second tranche of $1.6 million was forgiven. In March 2022, the Company applied for forgiveness over Mondee’s second tranche. As of March 31, 2022, the Company has not yet received a response from the Small Business Administration regarding the forgiveness of Mondee’s second tranche.
A global travel recovery began during the second half of 2021 and is generally continuing into 2022, based somewhat on the development, rapid approval and more widespread use of many COVID-19 vaccines. Nevertheless, notwithstanding widespread vaccine distribution across the world, new variants of COVID-19, such as the Delta and Omicron variants have been identified in the second half of 2021 and early 2022, impacting the pace of the nascent recovery. Accordingly, there remains uncertainty and volatility around the path to full economic and travel recovery from the COVID-19 pandemic due to deployment and adoption of vaccines globally, changing travel restrictions, as well as the potential impact of the new variants of COVID-19. As a result, we are unable to predict accurately the impact that the COVID-19 pandemic will have on the pace of recovery of our business going forward.
See “Risk Factors” for further discussion of the possible impact of COVID-19 on our business.
Business Combination and Public Company Costs
On December 20, 2021, Mondee signed a Business Combination Agreement (“BCA”) with ITHAX Acquisition Corp (“ITHAX”), Ithax Merger Sub I, LLC (“First Merger Sub”), a Delaware limited liability company and wholly owned subsidiary of ITHAX, Ithax Merger Sub II (“Second Merger Sub”), LLC a Delaware limited liability company and wholly owned subsidiary of ITHAX. On July 18, 2022, First Merger Sub merged with and into Mondee, with Mondee surviving such merger as a wholly owned subsidiary of New Mondee (the “First Merger”), and at the time the First Merger became effective, immediately following the First Merger, Mondee merged with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of New Mondee (“the Second Merger”).
The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, ITHAX was treated as the acquired company for financial statement reporting purposes. Upon consummation of the First Merger, Second Merger, and the PIPE Financing, the most significant change in the Company’s future reported financial position and results was an estimated increase in cash (as compared to Mondee’s condensed consolidated balance sheet at March 31, 2022) of $50 million.
As a consequence of the Business Combination, New Mondee is the successor to an SEC- registered and listed company with NASDAQ, which requires New Mondee to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices.
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Factors affecting our performance
The COVID-19 pandemic has had, and may continue to have, a material impact on the expansion of the global gig economy and remote worker populations, which could provide a material business leverage opportunity for New Mondee with commensurate operating and revenue performance results.
The COVID-19 pandemic caused a fundamental and potentially permanent shift of business practices globally to the adoption of remote and virtual work environments. This, among other generational factors, rapidly increased the proliferation of the global gig economy, creating larger fragmented pools of remote, part- time and home-based gig workers. In many industries, and especially in travel, this has created a significant market white space for remote and home-based business solutions which are largely technology enabled. We believe New Mondee’s micro-services and self-service modern technology platforms and operating systems, combined with its affiliate and travel agent market segment focus, extensive high-value content access and consumer-friendly apps, give us a material early-to-market advantage in this market white space. This may provide us with significant market growth and penetration opportunities for an unpredictable period of time, which could result in a potentially material increase in transactions. Since our financial results and prospects are largely dependent on these transaction volumes we may see a commensurate positive impact on our operating and financial performance.
The COVID-19 pandemic has had, and may continue to have, a material adverse impact on the travel industry, which could materially affect our business, liquidity, financial condition and operating results.
The COVID-19 pandemic and the resulting economic conditions and government orders forced many of our travel suppliers, including airlines and hotels, to pursue cost reduction measures and seek financing, including government financing and support, in order to reduce financial distress and continue operating, and to curtail drastically their service offerings. In addition, the COVID-19 pandemic resulted in a material decrease in business and consumer spending and an unprecedented decline in transaction volumes in the global travel industry. Our financial results are largely dependent on these transaction volumes. As a result, our financial results for the three months ended March 31, 2022 and 2021, and the years ended December 31, 2021 and 2020 were impacted in total revenues, net income, cash flow from operations and Adjusted EBITDA, as compared to 2019. Financial results began to improve in 2021 and continued to trend upward through the first three months ended March 31, 2022.
Our liquidity and ongoing access to capital could be materially and negatively affected by the impacts of the COVID-19 pandemic.
We have incurred negative cash flows from operating activities and significant losses from operations in the past as reflected in our accumulated deficit of $190 million as of December 31, 2021. We believe that current cash and cash equivalents, as well as the $15.0 million unused line of credit, will be sufficient to fund our operations for at least the next 12 months. Our future capital requirements, however, will depend on many factors, including on-going effects of the COVID-19 pandemic, consolidation of the travel industry, changes in the general market conditions for travel services, and future business combinations. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. From time to time, we may seek to raise additional funds through equity and debt. If we are unable to raise additional capital when desired and on reasonable terms, our business, results of operations, and financial condition could be adversely affected.
Our continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing and our operating performance. Since the COVID-19 pandemic, there has been increased volatility in the financial and securities markets, which has generally made access to capital less certain and has increased the cost of obtaining new capital. However, there is no guarantee that we will not need to obtain debt financing in the future to fund our operations, or that such debt financing will be available in the future, or that it will be available on commercially reasonable terms, in which case we may need to seek other sources of funding.
Adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside our control could materially affect our business, liquidity, financial condition and operating results.
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Our revenue is derived from the global travel industry and would be significantly impacted by declines in, or disruptions to, travel activity, particularly air travel. Global factors over which we have no control but which could impact our clients’ willingness to travel and, depending on the scope and duration, cause a significant decline in travel volumes include, among other things:
| ● | widespread health concerns, epidemics or pandemics, such as the COVID-19 pandemic, the Zika virus, H1N1 influenza, the Ebola virus, avian flu, SARS or any other serious contagious diseases; |
| ● | global security concerns caused by terrorist attacks, the threat of terrorist attacks, or the precautions taken in anticipation of such attacks, including elevated threat warnings or selective cancellation or redirection of travel; |
| ● | cyber-terrorism, political unrest, the outbreak of hostilities or escalation or worsening of existing hostilities or war; |
| ● | natural disasters or severe weather conditions, such as hurricanes, flooding and earthquakes; |
| ● | climate change-related impact to travel destinations, such as extreme weather, natural disasters and disruptions, and actions taken by governments, businesses and supplier partners to combat climate change; |
| ● | the occurrence of travel-related accidents or the grounding of aircraft due to safety concerns; and |
| ● | adverse changes in visa and immigration policies or the imposition of travel restrictions or more restrictive security procedures. |
| ● | Any decrease in demand for consumer or business travel could materially and adversely affect our business, financial condition and results of operations. |
Our operating results are impacted by our ability to manage costs and expenses while achieving a balance between making appropriate investments to grow revenue while driving increased profitability.
Cost and expense management will have a direct impact on our financial performance. New Mondee may look to drive revenue growth through investments in marketing, technology, and acquisitions to increase its net revenue, product offerings, revenue per transaction, and ultimately market share. These investments will need to be weighed against creating a more cost-efficient business to reduce operating expenses as a percentage of revenue.
To address the adverse impact of the COVID-19 pandemic, management have taken specific actions including, renegotiating certain terms and conditions of our loans with our lenders to defer interest payments and thereby manage our cash; raising additional capital through external borrowings; restructuring accounts payable to accommodate a longer time horizon for payment; as well as investing in and developing our platform to increase operating efficiencies and to reduce labor expenses.
While there is current evidence of the travel market transactions recovering, management will continue to monitor impacts on travel transaction volumes of the COVID-19 virus and future variants on a real-time basis and will update and immediately enact initiatives to scale the business infrastructure and operating expenses up or down as appropriate to ensure optimal earnings and cash flows in future periods. In addition, management will coordinate with suppliers, operating partners and its financial partners to attempt to arrange adequate capital to withstand potential COVID-19 induced volume variability.
Use of Transaction Volumes
Transaction volume represents the gross value of transactions handled by our platform between a third party seller or service provider and the ultimate customer. We generate revenue from service fees earned on these transactions and, accordingly our revenue increases or decreases based on the increase or decrease in either or both the number or value of transactions we process. Revenue will increase as a result of an increase in the number of customers using New Mondee’s platform and/or as a result of an increase in service fees from higher value services offered on the platform. As an example of one of these two factors, while transaction volume was flat from 2020 to 2021, revenue increased from $66.0 million to $93.0 million as a result of an increase in transaction value, driven by our development of new revenue streams such as fintech revenue as well as the addition of subscription based and other ancillary revenues. Management considers that transaction volume has a strong correlation to the opportunity to realize revenue and is therefore a useful unit of measurement for investors.
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Comparability of Financial Information
The Company’s results of operations and statements of assets and liabilities may not be comparable between year 2020 and 2021 as a result of the Business Combination.
Lastly, the 2020 and 2021 annual financial results were more severely impacted by the COVID-19 pandemic, an event that occurred out of the ordinary course of business, in comparison with the financial results during the first three months of 2022. The travel industry began to recover during 2021 as vaccination rates increased, infection rates decreased, and restrictions began to lift, and continues to trend upwards towards pre-pandemic travel activity during the first three months of 2022.
Non-GAAP Financial Measures
In addition to our financial results determined in accordance with GAAP, we believe the following non- GAAP measures are useful in evaluating our operating performance. We use the Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non- GAAP financial measure, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations, or outlook.
We consider Adjusted EBITDA and Unlevered Free Cash Flow to be important non-GAAP financial measures because they illustrate underlying trends in our business and our historical operating performance on a more consistent basis. We believe that the use of Adjusted EBITDA and Unlevered Free Cash Flow are helpful to our investors in assessing the health of our business and our operating performance.
However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided below for the non-GAAP financial measures to the most directly comparable financial measures stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
Adjusted EBITDA and Unlevered Free Cash Flow
Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance, while management believes Unlevered Free Cash Flow is relevant to investors as it provides a measure of cash generated internally that is available for debt service and to fund inorganic growth or acquisitions. Management believes that these measures provide useful information to investors regarding the Company’s operating performance. The Company believes that these measures are used by many investors, analysts and rating agencies as a measure of performance. By reporting these measures, the Company provides a basis for comparison of our business operations between current, past and future periods by excluding items that the Company does not believe are indicative of our core operating performance. Financial measures that are non-GAAP should not be considered as alternatives to operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance, or cash flows as measures of liquidity. These measures have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.
Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes. We define Adjusted EBITDA as net loss before depreciation and amortization, provision for income taxes, interest expense (net), other income net, stock-based compensation, and gain on forgiveness of PPP loans.
Unlevered Free Cash Flow is defined as cash used in operating activities less capital expenditures plus cash paid for interest.
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The following table reconciles net loss to Adjusted EBITDA for the three months ended March 31, 2022 and 2021, respectively and the years ended December 31, 2021 and 2020, respectively:
Three months ended | Years ended | ||||||||||||
March 31, | December 31, | ||||||||||||
| 2022 |
| 2021 |
| 2021 |
| 2020 |
| |||||
($ in thousands) | |||||||||||||
Net loss | $ | (6,991) | $ | (12,351) | $ | (38,905) | $ | (41,734) | |||||
Interest expense, (net) | 6,102 | 5,425 | 23,178 | 19,902 | |||||||||
Stock-based compensation expense | 80 | — | 3,936 | 15 | |||||||||
Depreciation and amortization | 2,817 | 3,215 | 12,861 | 11,414 | |||||||||
Provision for / (benefits from) income taxes | 54 | 65 | 323 | (14,042) | |||||||||
Gain on forgiveness of PPP loan | — | — | (5,868) | — | |||||||||
Other expense (income), net | 151 | 9 | (980) | 17 | |||||||||
Adjusted EBITDA | $ | 2,213 | $ | (3,637) | $ | (5,455) | $ | (24,428) | |||||
Some of the limitations of Adjusted EBITDA include (i) Adjusted EBITDA does not properly reflect capital commitments to be paid in the future, and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures. In evaluating Adjusted EBITDA, you should be aware that in the future we may not incur expenses similar to the adjustments in this presentation. Lastly, Adjusted EBITDA can obfuscate the one- time impacts of events that happen out of the ordinary course of business, such as the COVID-19 impact on 2020 and 2021’s Adjusted EBITDA.
We believe the presentation of Unlevered Free Cash Flow is relevant and useful for investors because it makes it easier to compare our results with the results of other companies that have different financing and capital structures. Unlevered Free Cash Flow is the gross free cash flow from operations that the company can use to expand operations, pay debt holders, or pay equity and other stakeholders.
Unlevered Free Cash Flow has the same limitations as Adjusted EBITDA, in that it does not consider the capital structure of the company.
The following table reconciles net cash used in operating activities to Unlevered Free Cash Flows for the three months ended March 31, 2022, and 2021, respectively and the years ended December 31, 2021 and 2020, respectively:
Three Months Ended | Years Ended |
| |||||||||||
| 2022 |
| 2021 |
| 2021 |
| 2020 | ||||||
($ in thousands) | |||||||||||||
Net cash provided by (used in) operating activities | $ | 3,418 | $ | (2,029) | $ | (15,673) | $ | (3,662) | |||||
Capital expenditures | (1,721) | (1,187) | (4,022) | (4,061) | |||||||||
Cash paid for interest | 4 | 51 | 6,740 | 316 | |||||||||
Unlevered free cash flow | $ | 1,701 | $ | (3,165) | $ | (12,955) | $ | (7,407) | |||||
Basis of presentation
Mondee currently conducts its business through two operating segments, namely Travel Marketplace (transactional business serving the end travelers directly or through travel affiliates) and SAAS Platform. Substantially, all our long-lived assets are maintained in, and our losses are attributable to, the United States of America. See Note 1 and 14 in the accompanying audited consolidated financial statements for more information on basis of presentation and operating segments, respectively.
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Components of results of operation
Revenues, net
The company currently has four material revenue streams: transactional revenue, incentive revenue, Fin- Tech program revenue, and subscription services revenue.
We generate transactional revenue primarily by airline ticket sales which includes mark-up fees as well as commissions from the sale of ancillary products such as travel insurance, seats, and bags. The Company also derives transactional revenue from hotel and rental car commission. The Company generates backend incentives from airlines for achieving volume targets. The Company also generates booking incentives from the three separate global distribution systems (“GDS”) service providers and supplier direct systems, who host the airlines’ inventory that New Mondee uses to sell to New Mondee’s marketplace. New Mondee earns incentives from Fin-Tech programs held with banks and financial institutions, which New Mondee leverages in its payment processing and settlement platforms. The Fin-Tech programs include a wide array of payment options, such as credit cards, wallets, and alternate payment methods; and next generation fraud protection tools. In most cases, revenue is recognized at the time of booking, as the Company is in an agent position and thus not responsible for the delivery of travel and has no significant obligations following the sale.
Revenue by Segments
For the three months | For the years | ||||||||||||
| 2022 |
| 2021 |
| 2021 |
| 2020 |
| |||||
Travel Marketplace | $ | 37,361 | $ | 13,150 | $ | 92,038 | $ | 65,057 | |||||
Subscription Based Platform | 292 | 344 | 1,156 | 739 | |||||||||
Total revenue | $ | 37,653 | $ | 13,494 | $ | 93,194 | $ | 65,796 | |||||
New Mondee’s corporate platform, Rocketrip, is a corporate enterprise travel solution that helps companies save on travel costs by empowering and rewarding employees of large companies to make cost-saving decisions. Rocketrip charges an annual Software-as-a-Service (“SaaS”) fee to generate real-time Prices-to- Beat for its customers’ travelers, as well as to implement and manage a rewards program for travelers whose travel expense is below the Price-to-Beat. Although collected upfront, Rocketrip recognizes the SaaS fee over the course of that contract year.
See “— Critical Accounting Policies and Estimates—Revenue Recognition” for a more detailed discussion of our revenue recognition policy
Operating Expenses
Sales and Other Expenses
Sales and other expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations, fraud protection services, and other services; (3) offshore customer support and (4) customer chargeback provisions.
Marketing expenses
We rely on marketing channels to generate a significant amount of traffic to our websites. Marketing expenses consist primarily of the costs of: (1) advertising, including digital and physical advertising and (2) affiliate marketing programs. We intend to continue to make significant investments in our marketing organization to drive additional revenue, further penetrate the market and expand our global customer base. As a result, we expect our marketing expenses to increase in absolute dollars as we expect to invest in growing and training our sales force and broadening our brand awareness.
General and Administrative
General and administrative expenses consist primarily of: (1) occupancy and office expenses; (2) fees for outside professionals, including legal and accounting services; (3) audit and tax fees; and (4) other miscellaneous expenses. We expect to incur additional
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general and administrative expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and stock exchange listing standards, additional insurance expenses (including directors’ and officers’ insurance), investor relations activities and other administrative and professional services. We also expect to increase the size of general and administrative functions to support the growth of our business. However, we anticipate general and administrative expenses to decrease as a percentage of revenue over the long term.
Personnel Expenses
Personnel expenses consist of compensation to our personnel, including salaries, bonuses, payroll taxes, and employee health and other benefits. We expect to incur additional personnel expenses as a result of operating as a public company, including expanding head count through organic growth as well as increasing headcount through business combinations. However, we anticipate personnel expenses to decrease as a percentage of revenue over the long term.
Information Technology
Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and web hosting costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company’s services. We expect to incur additional information technology expenses as a result of operating as a public company, including expanding our operations through growth of our online booking platform and hosting fees. We also expect to increase the size of information technology expenses to support the growth of our business. However, we anticipate information technology expenses to decrease as a percentage of revenue over the long term.
Depreciation and Amortization
Depreciation and amortization expenses consist of: (1) amortization of intangible assets with determinable lives; (2) depreciation of computer equipment; (3) amortization of internally developed and purchased software; and (4) depreciation of furniture and office equipment. We expect to incur additional depreciation and amortization expenses as a result of operating as a public company, including expanding our operations through capital expenditures and purchases of long-lived assets, as well as potential impacts of a continued mergers and acquisitions strategy. However, we anticipate depreciation and amortization expenses to decrease as a percentage of revenue over the long term.
Other Income (Expense)
Other income (expense) consists primarily of: (1) interest income; (2) interest expense; and (3) other interest and expense. Interest expense relates to interest on loans and amortization of debt issuance costs. We record interest income from our related party loan. Other expenses include realized gains and losses on foreign currency exchange.
Benefit from (Provision for) Income Taxes
The company is subject to payment of federal and state income taxes in the U.S. and other forms of income taxes in other jurisdictions. Consequently, the company determines its consolidated provision for income taxes based on tax obligations incurred using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the condensed consolidated financial statement and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, the company believes it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods.
The company evaluates uncertain tax positions to determine if it is more likely than not that they would be sustained upon examination. The company records a liability when such uncertainties fail to meet the more likely than not threshold.
A U.S. shareholder is subject to current tax on “global intangible low-taxed income” (“GILTI”) of its controlled foreign corporations (“CFCs”). The Company is subject to tax under GILTI provisions and includes its CFCs income in its U.S. income tax provision in the period the CFCs earn the income.
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Results of Operations
Comparison of Three Months Ended March 31, 2022, and 2021
We have derived this data from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. This information should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of the results of operations for any future period. The following tables set forth our unaudited condensed consolidated statement of operations as well as other financial data management considers meaningful for 2022 and 2021:
For the three months | ||||||||||||
| 2022 |
| 2021 |
| $ Change |
| % Change |
| ||||
($ in thousands) | ||||||||||||
Revenues, net | $ | 37,653 | $ | 13,494 | $ | 24,159 | 179 | % | ||||
Operating expenses: | ||||||||||||
Marketing expenses | 23,171 | 8,242 | 14,929 | 181 | % | |||||||
Sales and other expenses | 2,824 | 1,207 | 1,617 | 134 | % | |||||||
Personnel expense | 5,572 | 4,135 | 1,437 | 35 | % | |||||||
General and administrative expense | 2,440 | 1,687 | 753 | 45 | % | |||||||
Information technology expense | 1,306 | 1,025 | 281 | 27 | % | |||||||
Provision for doubtful accounts receivable and contract assets | 207 | $ | 835 | (628) | (75) | % | ||||||
Depreciation and amortization | 2,817 | 3,215 | (398) | (12) | % | |||||||
Total Operating Expenses | $ | 38,337 | $ | 20,346 | $ | 17,991 | 88 | % | ||||
Net (loss) Income from operations | $ | (684) | $ | (6,852) | $ | 6,168 | (90) | % | ||||
Other income (expense): | ||||||||||||
Interest income | 127 | 124 | 3 | 2 | % | |||||||
Interest expense | (6,229) | (5,549) | (680) | 12 | % | |||||||
Other (expense) income, net | (151) | (9) | (142) | 1,578 | % | |||||||
Total other expense | (6,253) | (5,434) | (819) | 15 | % | |||||||
Net loss before income taxes | (6,937) | (12,286) | 5,349 | (44) | % | |||||||
Benefit from (provision for) income taxes | (54) | (65) | 11 | (17) | % | |||||||
Net loss | $ | (6,991) | $ | (12,351) | $ | 5,360 | (43) | % | ||||
Revenues, net
For the three months | ||||||||||||
| 2022 |
| 2021 |
| $ Change |
| % Change |
| ||||
($ in thousands) | ||||||||||||
Revenues, net. | $ | 37,653 | $ | 13,494 | $ | 24,159 | 179 | % | ||||
Revenues, net for the three months ended March 31, 2022 increased by $24.2 million or 179% from $13.5 million during the three months ended March 31, 2021 to $37.7 million during the three months ended 2022. The increase was primarily driven by significant improvement in travel demand trends beginning in 2021 and continuing through 2022, as the COVID-19 pandemic recovery improves. Specifically, airline incentive revenues increased by $3.2 million and GDS incentive revenues increased by $3.4 million. Further, the Company launched the UATP program, TripPlanet, and Unpub during June, July, and August 2021, respectively, which contributed to the increase in revenue in 2022.
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Operating Expenses and Other (Income) Expense
For the year ended | ||||||||||||
| 2021 |
| 2020 |
| $ Change |
| % Change |
| ||||
($ in thousands) | ||||||||||||
Marketing expenses | $ | 23,171 | $ | 8,242 | $ | 14,929 | 181 | % | ||||
Sales and other expenses | 2,824 | 1,207 | 1,617 | 134 | % | |||||||
Personnel expense | 5,572 | 4,135 | 1,437 | 35 | % | |||||||
General and administrative expense | 2,440 | 1,687 | 753 | 45 | % | |||||||
Information technology expense | 1,306 | 1,025 | 281 | 27 | % | |||||||
Provision for doubtful accounts receivable and contract assets | (75) | % | ||||||||||
Depreciation and amortization | 207 | 835 | (628) | (12) | % | |||||||
Interest income | 2,817 | 3,215 | (398) | 2 | % | |||||||
Interest expense | 6,229 | 5,549 | 680 | 12 | % | |||||||
Other (income) expense, net | 151 | 9 | 142 | (1,578) | % | |||||||
$ | 44,590 | $ | 24,780 | $ | 18,810 | 73 | % | |||||
Marketing Expenses
Marketing expenses for the three months ended March 31, 2022 increased by $14.9 million or 181% from $8.2 million during the three months ended March 31, 2021 to $23.2 million during the three months ended March 31, 2022. The increase was primarily driven by an increase in affiliate marketing and web advertising spend as travel demand increased during the period as the industry has been recovering from the COVID-19 pandemic.
Sales and Other Expenses
Sales and Other Expenses for the three months ended March 31, 2022 increased by $1.6 million or 134% from $1.2 million during the three months ended March 31, 2021 to $2.8 million during the three months ended March 31, 2022. The increase was primarily driven by credit card fees associated with merchant transactions, which grew by 162% over prior period, consistent with the increase net revenue growth. Credit card fees are correlated with the volume of business to consumer sales.
Personnel Expense
Personnel expenses for the three months ended March 31, 2022 increased by $1.4 million or 35% from $4.1 million during the three months ended March 31, 2021 to $5.6 million during the three months ended March 31, 2022. The increase was primarily attributable to an increase in headcount.
General and Administrative
General and administrative expenses for the three months ended March 31, 2022 increased by $0.8 million or 45% from $1.7 million during the three months ended March 31, 2021 to $2.4 million during the three months ended March 31, 2022. The increase was primarily attributable to a $0.8 million increase in audit and tax fees, professional service fees, and legal expenses incurred in preparation for the ITHAX Business Combination.
Information Technology
Information technology expenses for the three months ended March 31, 2022 increased by $0.3 million or 27% from $1.0 million during the three months ended March 31, 2021 to $1.3 million during the three months ended March 31, 2022. The increase was primarily due to an increase in web hosting and software costs and expenses.
Provision for doubtful accounts
Provision for doubtful accounts for the three months ended March 31, 2022 decreased by $0.6 million or 75% from $0.8 million during the three months ended March 31, 2021 to $0.2 million during the three months ended March 31, 2022. The decrease was
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driven by a reduction in collection times and risk of receivables not being collectable compared to the first three months of 2021, which were severely impacted by the COVID-19 pandemic.
Depreciation and amortization
Depreciation and amortization expenses for the three months ended March 31, 2022 decreased by $0.4 million or 12% from $3.2 million during the three months ended March 31, 2021 to $2.8 million during the three months ended March 31, 2022. The decrease was primarily due to certain customer relationships and acquired technology intangible assets being fully amortized during the year ended 2021.
Interest Income
Interest income for the for the three months ended March 31, 2022, increased by $3 thousand or 2% from $124 thousand during the three months ended March 31, 2021 to $127 thousand during the three months ended March 31, 2022. The increase was immaterial.
Interest expense
Interest expense for the three months ended March 31, 2022, increased by $0.7 million or 12% from $5.5 million during the three months ended March 31, 2021 to $6.2 million during the three months ended March 31, 2022. The increase was driven by an increase in the Company’s outstanding debt balance as paid-in-kind interest continues to accrue towards the outstanding debt balance.
Other (income)/expense
Other (income)/expense for the three months ended March 31, 2022, increased by $0.1 million or 1,578% from $9 thousand during the three months ended March 31, 2021 to $151 thousand during the three months ended March 31, 2022. The increase was primarily due to foreign currency exchange.
Income Taxes
For the three months | ||||||||||||
| 2022 |
| 2021 |
| $ Change |
| % Change |
| ||||
($ in thousands) | ||||||||||||
Benefit from (provision for) income taxes | $ | (54) | $ | (65) | $ | 11 | (17) | % | ||||
The provision for income taxes for the three months ended March 31, 2022 decreased by $11 thousand or 17% from $65 thousand in 2021 to $54 thousand in 2022. The decrease was immaterial.
Our effective tax rate for 2021 was lower than the 21% federal statutory income tax rate due to the valuation allowance recorded on the net deferred tax assets, partially offset by state income taxes.
Our effective tax rate for 2020 was higher than the 21% federal statutory income tax rate because of the state income taxes and the impact of the valuation allowance release arising from the non-taxable deferred goodwill acquired through the CTS acquisition. Additionally, the valuation allowance recorded on the net deferred tax assets partially reduced the effective tax rate.
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Comparison of Years Ended December 31, 2021, and 2020
We have derived this data from our consolidated financial statements included elsewhere in this prospectus. This information should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of the results of operations for any future period. The following tables set forth our consolidated statement of operations as well as other financial data management considers meaningful for 2021 and 2020:
For the year ended | ||||||||||||
| 2021 |
| 2020 |
| $ Change |
| % Change |
| ||||
($ in thousands) | ||||||||||||
Revenues, net | $ | 93,194 | $ | 65,796 | $ | 27,398 | 42 | % | ||||
Operating expenses: | ||||||||||||
Marketing expenses | 54,611 | 39,501 | 15,110 | 38 | % | |||||||
Sales and other expenses | 11,165 | 14,434 | (3,269) | (23) | % | |||||||
Personnel expense | 23,422 | 20,658 | 2,764 | 13 | % | |||||||
General and administrative expense | 7,455 | 7,736 | (281) | (4) | % | |||||||
Information technology expense | 4,058 | 3,255 | 803 | 25 | % | |||||||
Provision for doubtful accounts receivable and contract assets | 1,874 | 4,655 | (2,781) | (60) | % | |||||||
Depreciation and amortization | 12,861 | 11,414 | 1,447 | 13 | % | |||||||
Total Operating Expenses | $ | 115,446 | $ | 101,653 | $ | 13,793 | 14 | % | ||||
Net (loss) Income from operations | $ | (22,252) | $ | (35,857) | $ | 13,605 | (38) | % | ||||
Other income (expense): | ||||||||||||
Interest income | 505 | 508 | (3) | (1) | % | |||||||
Interest expense | (23,683) | (20,410) | (3,273) | 16 | % | |||||||
Gain on forgiveness of PPP loan | 5,868 | — | 5,868 | N/A | ||||||||
Other (expense) income, net | 980 | (17) | 997 | (5,865) | % | |||||||
Total other expense | (16,330) | (19,919) | 3,589 | (18) | % | |||||||
Net loss before income taxes | (38,582) | (55,776) | 17,194 | (31) | % | |||||||
Benefit from (provision for) income taxes | (323) | 14,042 | (14,365) | (102) | % | |||||||
Net loss | $ | (38,905) | $ | (41,734) | $ | 2,829 | (7) | % | ||||
Revenues, net
Year Ended | ||||||||||||
| 2021 |
| 2020 |
| $ Change |
| % Change |
| ||||
($ in thousands) | ||||||||||||
Revenues, net. | $ | 93,194 | $ | 65,796 | $ | 27,398 | 42 | % | ||||
Revenues, net for the year ended December 31, 2021 increased by $27.4 million or 42% from $65.8 million in 2020 to $93.2 million in 2021. The increase was primarily driven by significant improvement in travel demand trends since 2020, which was severely impacted by the COVID-19 pandemic.
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Operating Expenses and Other (Income) Expense
For the year ended | ||||||||||||
| 2021 |
| 2020 |
| $ Change |
| % Change |
| ||||
($ in thousands) | ||||||||||||
Marketing expenses | 54,611 | $ | 39,501 | $ | 15,110 | 38 | % | |||||
Sales and other expenses | 11,165 | 14,434 | (3,269) | (23) | % | |||||||
Personnel expense | 23,422 | 20,658 | 2,764 | 13 | % | |||||||
General and administrative expense | 7,455 | 7,736 | (281) | (4) | % | |||||||
Information technology expense | 4,058 | 3,255 | 803 | 25 | % | |||||||
Provision for doubtful accounts receivable and contract assets | 1,874 | 4,655 | (2,781) | (60) | % | |||||||
Depreciation and amortization | 12,861 | 11,414 | 1,447 | 13 | % | |||||||
Interest Income | (505) | (508) | 3 | (1) | % | |||||||
Interest expense | 23,683 | 20,410 | 3,273 | 16 | % | |||||||
Gain on extinguishment of PPP loan | (5,868) | — | (5,868) | N/A | ||||||||
Other (income) expense, net | (980) | 17 | (997) | (5,865) | % | |||||||
$ | 131,776 | $ | 121,572 | $ | 10,204 | 8 | % | |||||
Marketing Expenses
Marketing expenses for the year ended December 31, 2021 increased by $15.1 million or 38% from $39.5 million in 2020 to $54.6 million in 2021. The increase was primarily driven by an increase in affiliate marketing and web advertising spend as travel demand increased since 2020, which was severely impacted by the COVID-19 pandemic.
Sales and Other Expenses
Sales and other expenses for the year ended December 31, 2021 decreased by $3.3 million or 23% from $14.4 million in 2020 to $11.2 million in 2021. The decrease was primarily driven by a significant decrease in chargebacks from customers as fewer cancellations were made compared to 2020, which was severely impacted by the COVID-19 pandemic.
Personnel Expense
Personnel expenses for the year ended December 31, 2021 increased by $2.8 million or 13% from $20.7 million in 2020 to $23.4 million in 2021. The increase was primarily attributable to an increase in stock-based compensation expense incurred from profit interest awards issued to the Company’s employees and an increase in employee bonuses.
General and Administrative
General and administrative expenses for the year ended December 31, 2021 decrease by $0.3 million or 4% from $7.7 million in 2020 to $7.5 million in 2021. The decrease was primarily attributable to a $0.8 million decrease in rent expense as the Company continued to decrease the amount of rental office space and employ a virtual work environment and a $0.4 million decrease in miscellaneous expenses. The decreases were partially offset by a $1.2 million increase in legal, professional, audit and tax service fees incurred as the Company prepares for the ITHAX business combination.
Information Technology
Information technology expenses for the year ended December 31, 2021 increased by $0.8 million or 25% from $3.3 million in 2020 to $4.1 million in 2021. The increase was primarily due to $1.2 million increase in web hosting, software costs and expenses, partially offset by a $0.3 million decrease in outsourced costs.
Provision for doubtful accounts
Provision for doubtful accounts for the year ended December 31, 2021 decreased by $2.8 million or 60% from $4.7 million in 2020 to $1.9 million in 2021. The decrease was driven by a reduction in collection times and risk of receivables not being collectable compared to 2020, which was severely impacted by the COVID-19 pandemic.
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Depreciation and amortization
Depreciation and amortization expenses for the year ended December 31, 2021 increased by $1.4 million or 13% from $11.4 million in 2020 to $12.9 million in 2021. The increase was primarily due to additional amortization expense incurred from intangible assets acquired during 2020.
Interest Income
Interest income for the year ended December 31, 2021, decreased by $3 thousand or 1% from $508 thousand in 2020 to $505 thousand in 2021. The decrease was immaterial.
Interest expense
Interest expense for the year ended December 31, 2021, increased by $3.3 million or 16% from $20.4 million in 2020 to $23.7 million in 2021. The increase was driven by an increase in the Company’s outstanding debt balance as paid-in-kind interest continues to accrue towards the outstanding debt balance.
Gain on extinguishment of PPP loan
Gain on extinguishment of PPP loan for the year ended December 31, 2021, increased by $5.9 million or 100% from $0.0 million in 2020 to $5.9 million in 2021. The Company received forgiveness on its PPP loan obtained in April 2020 as well as the forgiveness on the PPP loan obtained by its subsidiary in February 2021.
Other (income)/expense
The Company earned $1.0 million in other income during the year ended December 31, 2021 and incurred $17 thousand in other expense during the year ended December 31, 2020. The change was primarily due to outstanding shortfall and other fees that were waived by one of the Company’s GDS operators.
Income Taxes
Year Ended December 31, |
| |||||||||||
| 2021 |
| 2020 |
| $ Change |
| % Change | |||||
($ in thousands) | ||||||||||||
Benefit from (provision for) income taxes | $ | (323) | $ | 14,042 | $ | (14,365) | (102) | % | ||||
The benefit from (provision for) income taxes for the year ended December 31, 2021 decreased by $14.4 million or 102% from a $14.0 million benefit in 2020 to a $0.3 million expense in 2021.
Our effective tax rate for 2021 was lower than the 21% federal statutory income tax rate due to the valuation allowance recorded on the net deferred tax assets, partially offset by state income taxes.
Our effective tax rate for 2020 was higher than the 21% federal statutory income tax rate because of the state income taxes and the impact of the valuation allowance release arising from the non-taxable deferred goodwill acquired through the CTS acquisition. Additionally, the valuation allowance recorded on the net deferred tax assets partially reduced the effective tax rate.
Liquidity and Capital Resources
Sources of Liquidity
As of March 31, 2022, we had cash and cash equivalents totaling $16.6 million, which were held for working capital purposes, as well as restricted short-term investments of $8.5 million and $15 million available line of credit. Our cash equivalents are comprised primarily of cash checking accounts. To date, our principal sources of liquidity have been payments received from sales to customers and financing arrangements with banks and financial institutions.
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On December 23, 2019, the Company, entered into a financing agreement (the “TCW Agreement”) with TCW Asset Management Company LLC (“TCW”) consisting of a $150 million multi-draw term loan in aggregate, of which the first draw was for a principal amount of $95 million. Additionally, on the same day, the Company entered a revolving credit facility (‘LOC’) with an aggregate principal amount not exceeding $15 million. Undrawn balances available under the revolving credit facility are subject to commitment fees of 1%. These facilities are guaranteed by the Company and its Parent, Mondee Holdings LLC and are secured by substantially all of the assets of the Company and its Parent. No amounts on the revolving credit facility have been drawn down as of March 31, 2022 and 2021.
On February 6, 2020, the Company entered into a first amendment to the TCW Agreement and an incremental joinder with TCW for an aggregate principal amount of $55 million. On May 1, 2020, the Company entered into a second amendment with TCW, which modified the Applicable Margin of any Reference Rate Loan, or any portion thereof, to 9.50% per annum and any LIBOR Rate Loan, or any portion thereof, to 10.50%, increased from 8.50% and 9.50%, respectively, prior to the second amendment taking effect. The increase was due to the Company renegotiating the terms of the TCW Agreement as a result of the COVID-19 pandemic. In addition, the Parent issued 2.5 million of Class G Preferred units to TCW as part of the second amendment to the TCW Agreement, with an aggregate value of $6.5 million. The Company incurred $15.1 million in debt issuance cost and debt discount for the year ended December 31, 2020 related to this offering. The funds drawn from the $55 million term loan were primarily used to pay for the CTS acquisition, MS Loan, Mondee Group LLC Loan, and for other working capital purposes.
On June 22, 2021, the Company entered into a fourth amendment with TCW, which specifies that if Company does not secure $25 million in financing, or enter into a change of control agreement, by June 30, 2022 then the Company must issue 3,600,000 Class G units to TCW. In connection with the fourth amendment and in consideration thereof, the Company incurred an amendment fee of $1.8 million, which was paid in kind and added to the outstanding principal balance.
On December 31, 2021, the Company entered into a fifth amendment with TCW to increase the Applicable Margin by 1% and capitalize interest during the period of October 1, 2021 to March 31, 2022. Additionally, quarterly installments for loan repayment were deferred until June 30, 2022. The modification is only in effect through June 30, 2022, at which time the Applicable Margin will revert to the original percentages.
Beginning on April 1, 2021, 5% Payment in Kind (“PIK”) interest has been accrued on the outstanding principal balance by increasing the principal amount over the term of the loan. On July 2, 2021, the PIK interest rate decreased to 4%. The PIK rate eventually increased to 12.25% beginning October 1, 2021. The effective interest rate of the TCW Agreement for three months ended March 31, 2022, and March 31, 2021 is 15.55% and 15.96%, respectively.
On April 15, 2022, the Company entered into a sixth amendment and waiver with TCW to request to have waived certain defaults and also to make certain revisions to the TCW Agreement. The revisions pertained to updating Unadjusted EBITDA, Leverage Ratio and Fixed Charge Coverage Ratio (each as defined therein).
On July 8, 2022, the Company entered into a seventh amendment to the financing agreement to the TCW Agreement, pursuant to which, among other things, (i) TCW consented to the Business Combination, the change of name of the Company from “ITHAX Acquisition Corp.” to “Mondee Holdings, Inc.,” and a further extension of the loan repayment schedule, and (ii) the Company agreed to execute joinders for Mondee Holdings, Inc. and Mondee Holdings II, Inc. to become borrowers under the TCW Agreement. The seventh amendment further provides that the quarterly repayment of interest and quarterly principal repayment have been extended to September 30, 2022, and Closing Date, respectively. Additionally, the Company will issue up to 3,000,000 Class G units to TCW instead of the 3,600,000 Class G units agreed to under the fourth amendment, the exact amount of which will be dependent on the aggregate amount of loans outstanding following prepayment of such loans out of proceeds of the Transactions. On July 17, 2022, the Company entered into an amendment to the seventh amendment to the TCW Agreement, pursuant to which, among other things, TCW consented to reduce the amount of the loans required to be prepaid at closing to $40million.On July 17, 2022, based on the prepayment of $40 million aggregate amount of the loans, the Company issued 3,000,000 Class G units to TCW.
On April 13, 2020, Mondee, Inc., was granted a loan from JP Morgan Chase Bank in the aggregate amount of $4.3 million pursuant to the PPP under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). In January 2021, the Company was granted a Second Draw PPP Loan in the amount of $2 million. In February 2021, the Company was granted another Second Draw PPP Loan in the amount of $1.6 million. As the legal form of the PPP loan is debt, the company accounted for the loan as debt under ASC 470. Refer to the “Impact of COVID-19” section for further details.
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We have incurred negative cash flows from operating activities for periods through fiscal year 2021 and significant losses from operations in the past as reflected in our accumulated deficit of $197.0 million as of March 31, 2022. During the three months ended March 31, 2022 the Company generated positive cash flows from operating activities and we expect to generate operating income for next 12 months. We believe that current cash and cash equivalents, as well as the $15.0 million unused line of credit, will be sufficient to fund our operations for at least the next 12 months. Due to the investments that we intend to make to grow our business we may require additional capital resources. Our future capital requirements, however, will depend on many factors, including on-going effects of the COVID-19 pandemic, consolidation of the travel industry, changes in the general market conditions for travel services, and future business combinations. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. From time to time, we may seek to raise additional funds through equity and debt. If we are unable to raise additional capital when desired and on reasonable terms, our business, results of operations, and financial condition could be adversely affected.
Cash Flow Summary for Years Ended December 31, 2021, and 2020
The following table summarizes our cash flows for the periods presented:
Three months Ended |
| ||||||
| 2022 |
| 2021 | ||||
($ in thousands) | |||||||
Net cash used in Operating activities | $ | 3,418 | $ | (2,028) | |||
Net cash used in Investing activities | (1,721) | (1,187) | |||||
Net cash provided by Financing activities | (384) | 3,344 | |||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (229) | (61) | |||||
Net increase in cash and cash equivalents | $ | 1,084 | $ | 68 | |||
Operating Activities
During the three months ended March 31, 2022, cash provided by operating activities was $3.4 million in cash. The primary factors affecting our operating cash flows during this period were our net loss of $7.0 million, offset by our non-cash charges of $9.3 million primarily consisting of payment in kind interest expense of $5.7 million and depreciation and amortization of $2.8 million. The cash provided from changes in our operating assets and liabilities was $1.2 million, which was primarily due to a $10.5 million increase in accounts payable, $2.7 million increase in accrued expenses and other current liabilities, and $1.3 million decrease in short-term amounts payable to related parties, partially offset by a $7.5 million increase in accounts receivable, $2.6 million increase in contract assets, and $2.3 million increase in prepaid expense and other current assets.
During the three months ended March 31, 2021, cash used in operating activities was $2.0 million in cash. The primary factors affecting our operating cash flows during this period were our net loss of $12.4 million, offset by our non-cash charges of $9.5 million primarily consisting of payment in kind interest expense of $5.2 million and depreciation and amortization of $3.2 million. The cash provided from changes in our operating assets and liabilities was $0.8 million, which was primarily due to a $2.4 million increase in accounts payable and a $2.2 million increase in contract assets, partially offset by a $2.3 million increase in accounts receivable.
Investing Activities
During the three months ended March 31, 2022, cash used in investing activities was $1.7 million, which was used for the purchase of property and equipment.
During the three months ended March 31, 2021, cash used in investing activities was $1.2 million, which was used for the purchase of property and equipment.
Financing Activities
During the three months ended March 31, 2022, cash used in financing activities was $0.3 million, primarily for the payment of deferred offering costs related to the Business Combination and the repayment of debt.
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During the three months ended March 31 2021, cash provided by financing activities was $3.3 million, primarily due to proceeds from the Company’s PPP loan.
Cash Flow Summary for Years Ended December 31, 2021, and 2020
The following table summarizes our cash flows for the periods presented:
Year Ended December 31, |
| ||||||
| 2021 |
| 2020 | ||||
($ in thousands) | |||||||
Net cash used in Operating activities | $ | (15,673) | $ | (3,662) | |||
Net cash used in Investing activities | (3,112) | (37,710) | |||||
Net cash provided by Financing activities | 3,077 | 61,087 | |||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (311) | 1 | |||||
Net increase in cash and cash equivalents | $ | (16,019) | $ | 19,716 | |||
Operating Activities
During the year ended December 31, 2021, operating activities used $15.7 million in cash. The primary factors affecting our operating cash flows during this period were our net loss of $38.9 million, offset by our non-cash charges of $29.7 million primarily consisting of payment in kind interest expense of $14.6 million and depreciation and amortization of $12.9 million, stock-based compensation expense of $3.9 million, partially offset by the increase in accounts receivable of $6.7 million and the forgiveness of the PPP loans of $5.9 million.
During the year ended December 31, 2020, operating activities used $3.6 million in cash. The primary factors affecting our operating cash flows during this period were our net loss of $41.7 million, offset by our non-cash charges of $22.3 million primarily consisting of depreciation and amortization of $11.4 million, non-cash interest expense of $19.6 million, $(13.9) million in benefits for deferred taxes, and bad debt expense of $4.7 million. The cash provided from changes in our operating assets and liabilities was $15.8 million, which was primarily due to $19.6 million decrease in contract assets, $11.5 million decrease in accounts receivable, $1 million decrease in prepaid expense and other current assets, and a $2.4 million increase in accrued liabilities. These amounts were partially offset by a $20 million decrease in accounts payable.
Investing Activities
During the year ended December 31, 2021, cash used in investing activities was $3.1 million, of which $4.0 million was used for the purchase of property and equipment and $0.9 million was generated from the sale of restricted short-term investments.
During the year ended December 31, 2020, cash used in investing activities was $37.7 million, of which $34.9 million was used in business acquisitions, $4.1 million was used for the purchase of property and equipment, partially offset by cash generated from the sale of restricted short-term investments of $1.5 million.
Financing Activities
During the year ended December 31, 2021, cash provided by financing activities was $3.1 million, primarily from the proceeds from the second tranche of the PPP loans of $3.6 million, partially offset by the repayment of debt of $0.6 million.
During the year ended December 31, 2020, cash provided by financing activities was $61.1 million, primarily from net proceeds from the issuance of long-term debt of $55 million, proceeds from issuance of Parent units of $11.6 million, and $4.3 million proceeds from a PPP loan. These amounts were partially offset by a $6.8 million payment of a related party note, a $1.8 million payment for a loan origination fee for long-term debt, and a $1.3 million repayment of long-term debt.
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Off- Balance Sheet Arrangements
We had the following Off-Balance Sheet Arrangements as of March 31, 2022 and December 31, 2021:
March 31, | December 31, |
| |||||
(In millions) |
| 2022 |
| 2021 | |||
Letters of credit | $ | 6.4 | $ | 7.3 | |||
No amount on the revolving credit facility have been drawn down as of March 31, 2022 and December 31, 2021.
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.
We do not believe that inflation has had a material effect on our business, results of operations or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations or financial condition.
Interest Rate Risk
As of March 31, 2022, we had cash and cash equivalents of approximately $16.6 million, which consisted primarily of checking accounts, which carries a degree of interest rate risk. A hypothetical 10% change in interest rates would not have a material impact on our financial condition or results of operations due to the short-term nature of our investment portfolio.
Foreign Currency Exchange Risk
Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. All our revenue is generated in U.S. dollars. Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, which are primarily in the U.S. and to a lesser extent in Europe and Asia. Our results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our historical consolidated financial statements. To date, we have not engaged in any hedging strategies. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates.
Critical Accounting Policies and Estimates
The preparation of the condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long- lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, determination of the incremental borrowing rate, and other contingencies.
The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.
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Deferred Offering Costs
Deferred offering costs, which consist of direct incremental legal, consulting, and accounting fees and printer costs relating to an anticipated public offering, are capitalized and will be offset against proceeds upon the consummation of the offering. As of March 31, 2022 the Company had deferred $2.2 million of deferred offering costs in prepaid assets on the condensed consolidated balance sheets. No amounts were capitalized as of December 31, 2021.
Revenues, net
Our revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel suppliers through our platforms. These services are primarily related to reservation of airline tickets. It also includes, to a lesser extent, services related to reservation of hotel accommodation, rental car, travel insurance and other travel products and services. While we generally refer to a consumer that books travel reservation services on our platforms as our customer, for accounting purposes; our customers are the travel suppliers. Our contracts with travel suppliers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to us. Therefore, we are an agent in a transaction and our revenues are presented on a net basis (that is, the amount billed to a traveler less the amount paid to a travel supplier) in the condensed consolidated statements of operations. Our revenue is earned through service fees, margins and commissions.
We earn incentives from airline companies which are recognized based on the achievement of targets set by contract, that mainly relate to the amount of airline ticket bookings that have been flown, and consequently are not subject to cancellation. We also receive incentives from our Global Distribution System (“GDS”) service providers based on the volume of segment bookings mediated by us through the GDS systems. In addition to the above travel-related revenue, we also generate revenue from incentives received from credit card companies for ancillary services based on the volume of transaction amount processed by us.
Revenue from service fee, margin and commission on sale of airline tickets is recognized when the traveler books the airline ticket as the performance obligation is satisfied by us on issuance of an airline ticket to the traveler. Revenue is recorded net of cancellation, refunds and chargebacks. In the event of cancellation of airline tickets, revenue recognized in respect of commissions and margins earned by us on such tickets is reversed and is netted off from the revenue earned during the fiscal period at the time the cancellation is made by the customers.
Revenue from commission and margin on other travel products and services is recognized when the traveler completes the reservation as our performance obligation is satisfied at that point.
Revenue relating to contracts with travel suppliers which include incentive payments from airline companies and GDS are accounted for as variable consideration when the amount of revenue to be recognized can be estimated to the extent that it is probable that a significant reversal of any incremental revenue will not occur. This revenue is recognized net of cancellations, refunds and shortfall penalty fees, as applicable, at a time when performance targets are achieved.
When an airline ticket is purchased, there is a risk of customer chargebacks including those related to fraud. We record estimates for chargebacks of our fees or margin or commission earned upon sale of airline tickets as variable consideration. We record estimates for losses related to chargebacks of the face value of tickets as an operating expense classified within sales and other expense. Reserves are recorded based on our assessment of various factors, including the amounts of actual chargeback activity during the current year.
Our ‘Rocketrip’ brand offers a corporate travel cost savings solution through its technology platform. We generate subscription and set-up revenue from customers who are provided access to our platform as software-as-a-service. Revenue is recognized over the term of the contract.
‘Tripplanet’ is an end-to-end business travel platform for small to medium sized businesses, membership organizations, associations, educational institutions, and NGOs. The platform combines New Mondee’s global content hub, marketplace, and conversational commerce engine to provide organizations discounted rates for airfare, hotels, and cars using our private platform. Individuals within these organizations can also utilize the platform for leisure travel. The platform is set up as a subscription base service where revenue is recognized over the term of the contract. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied.
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‘Unpub’ provides consumer groups access to a subscription based private membership travel platform where they can purchase flights, reserve hotel rooms and rental cars, and receive member benefits. Revenue related to the subscription platform is recorded over the contract period. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied.
Income Taxes
The Company is subject to payment of federal and state income taxes in the U.S. and other forms of income taxes in other jurisdictions. Consequently, the Company determines its consolidated provision for income taxes based on tax obligations incurred using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the condensed consolidated financial statement and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, the Company believes it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods.
The Company evaluates uncertain tax positions to determine if it is more likely than not that they would be sustained upon examination. The Company records a liability when such uncertainties fail to meet the more likely than not threshold.
A U.S. shareholder is subject to current tax on “global intangible low-taxed income” (GILTI) of its controlled foreign corporations (CFCs). The Company is subject to tax under GILTI provisions and includes its CFCs income in its US income tax provision in the period the CFCs earn the income.
Recoverability of Goodwill and Indefinite and Definite-Lived Intangible Assets
Goodwill is not subject to amortization and is tested annually or more when events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we typically perform our qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the goodwill is more likely than not impaired. If a quantitative assessment is made we compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit’s carrying amount over its fair value.
We generally base our measurement of fair value of reporting units, on a blended analysis of the present value of future discounted cash flows and market valuation approach. The discounted cash flows model indicates the fair value of the reporting units based on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: our weighted average cost of capital; long-term rate of growth and profitability of our business; and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison of the Company to comparable publicly traded firms in similar lines of business. Our significant estimates in the market approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting units.
We believe the weighted use of discounted cash flows and market approach is the best method for determining the fair value of our reporting units because these are the most common valuation methodologies used within the travel and internet industries; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis.
In our evaluation of our indefinite-lived intangible assets, we typically first perform a qualitative assessment prior to performing the quantitative analysis, to determine whether the fair value of the indefinite- lived intangible asset is more likely than not impaired. An impairment charge is recorded for the excess of the carrying value of indefinite-lived intangible assets over their fair value, if necessary. We base our measurement of fair value of indefinite-lived intangible assets, which consist of trade name, using the relief- from-royalty method. This method assumes that the trade name has value to the extent that its owner is relieved of the obligation to pay royalties for the benefits received from them.
Intangible assets with definite lives and other long-lived assets are carried at cost and are amortized on a straight-line basis over their estimated useful lives of one to twenty years. We review the carrying value of long-lived assets or asset groups, including property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the
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value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value.
Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell.
Recent Accounting Pronouncements
See Note 2 to our condensed consolidated financial statements included elsewhere in this prospectus for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this prospectus.
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BUSINESS
References in this section to “we,” “our,” “us,” “the Company,” or “Mondee” generally refer to Mondee Holdings II, Inc. and its consolidated subsidiaries prior to the consummation of the Business Combination and to Mondee Holdings, Inc. (formerly ITHAX Acquisition Corp.) and its consolidated subsidiaries following the Business Combination.
Company Overview
Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. Mondee provides state-of-the art technologies, operating systems and services that seamlessly enable travel transactions to better serve travelers directly or through travel affiliates. These technology-led platforms with access to global travel inventory and extensive negotiated travel content, combined with Mondee’s distribution network, create a modern travel marketplace. The company’s modern marketplace provides the increasingly discerning traveler with enhanced options on efficient consumer-friendly platforms while supporting its travel supplier partners in utilizing highly perishable travel inventory.
In addition to the rapid development of a modern travel marketplace, Mondee is increasingly focused on expanding its penetration of the gig economy segment of the travel market. The company believes its platforms are well suited to serve gig workers seeking more flexible, diverse content and travel services. The feature-rich platforms provide the necessary modern consumer engagement services such as conversational commerce, seamless connectivity and 24/7 assistance, as well as operating systems with current financial technology, insurance and marketing technology services built in.
The company scaled its business rapidly by adding a large base of travel agent customers and extensive private fare content to its modern technology platforms through a series of acquisitions. Since its inception, Mondee made fourteen accretive business acquisitions, including four large North American, EMEA and Asian market ticket consolidators. Management believes that Mondee’s ability to successfully integrate acquisitions is underpinned by its highly efficient operating systems which modernize the process for leisure travel providers to engage consumers and quickly access, search, sell and distribute segment-specific inventory. Mondee expanded the travel content available on its platform by entering further relationships with other travel market suppliers, including network airlines, low-cost carriers, hotel aggregators and lodging properties, creating an even broader global travel marketplace.
Management believes Mondee’s technology-led business model means the company is well-positioned to be a leading travel marketplace in the growing gig economy and recovering global travel market, by supplying modern operating systems for segment-targeted travel search, booking and service. The company has leveraged its position in the traditional travel distribution ecosystem to create a marketplace which offers a significant depth and breadth of content, transaction platform and innovative technology to maximize value for travelers, travel affiliates and suppliers. Mondee believes the three pillars of its business — technology, content and distribution — create a powerful competitive advantage that will protect the company’s market leadership and propel its future growth into the evolving traveler market segments.
Mondee Business
Mondee’s business is built around three areas, where its marketplace value is created — Technology, Content and Distribution.
Technology
Mondee’s technology platforms combine consumer-friendly applications and efficient operating systems with access to the company’s global content across all current and emerging market segments. These platforms offer the Mondee marketplace stakeholders feature-rich tools and services for all aspects of consumer engagement, transaction processing and business development.
The company’s platforms enable emerging stakeholders in the travel market — gig economy workers and travelers — to provide curated content and personalized travel experiences efficiently to discriminating value savvy consumers. Through a modern and intuitive user interface, these gig economy workers, gain access to Mondee’s global content as well as integrated marketing tools, conversational commerce, Fintech solutions, self-service booking and world class 24/7 support. Current hallmarks of Mondee’s consumer engaging technology features include seamless connectivity across mobile devices, email, SMS and chat, extending conversational commerce to the consumers platform of choice such as Facebook Messenger, WhatsApp, and Slack, while offering reward wallets, sustainability options and traveler safety features.
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Mondee’s platforms also incorporate tools and services that increase revenue and profitability when compared to legacy distribution systems. The company’s product platforms, such as its TripPro platform that enables gig workers, are constantly enhanced with technologies such as conversational commerce, and continues to bring innovation to an industry still largely reliant upon an antiquated distribution infrastructure. In addition to best-in-class search, booking and transaction tools and service support, the company’s platforms currently incorporate a Fintech platform with an extensive selection of payment options, eWallet integrations, insurance and fraud protection. Further, Mondee’s technology offers a multi-channel marketing platform supporting marketplace participants growth and business development with fully integrated marketing campaigns and CRM tools. The end result is a more comprehensive, engaging and cost-effective transaction process for travel consumers, gig workers, affiliated travel agencies, home-based agents and other affiliates, designed to make them all more productive and competitive.
The company has further extended its technologies, platforms and services to develop and provide more modern traveler direct applications focused on corporations and the small to medium enterprise (“SME”), enterprise customer, member organization and affiliated consumer market segments with products and brands such as Rocketrip, TripPlanet and UnPub. In most instances, these applications are offered in subscription-based models to members of closed user groups seeking feature-rich gig economy services such as curated value-based content and personalized experiences in Mondee’s omni-channel engagement and delivery systems. These state-of-the-art traveler engaging applications are built to allow the company, its customers and suppliers to extend their reach into the emerging growth segments of the travel market.
Content
Mondee has negotiated rates and private content on a global scale which it combines with access to all other available travel inventory to create one of the industry’s leading Global Content Hubs (“GCH”). The GCH’s extensive private fare content is maintained exclusively on the company’s technology-led platforms and deployed efficiently to segment-specific markets through rules-based systems targeted to closed and subscriber user groups.
Although Mondee started as a marketplace for negotiated airfares and private content, the company transformed quickly into a one-stop shop for a wide variety of travel supplier inventory with near real time access to substantially all globally available content. To enhance its offerings, Mondee developed its private fares platform to allow negotiated rates and all other value-based supplier inventory to be provided to targeted market segments very efficiently in the GCH. The GCH platform was initially populated with negotiated fares from Mondee’s acquisitions and today maintains direct relationships or access to over 500 airlines, one million hotel and alternative hospitality accommodations, and the company continues to add new rental car, cruise and tour offerings. Mondee’s GCH fuels its travel marketplace, providing global content that caters to a wide range of consumer travel needs and life-style choices. In addition, the company offers individuals and small medium enterprises full service support when needed, with curated options and opportunities to save on travel bookings that fit the changing needs and life-style choices of the existing and emerging value-savvy travel cohorts.
Distribution
Mondee maintains strong partnerships with stakeholders at every stage in the chain of travel distribution.
The company offers its platforms, products and services to these target market segments today — affiliate travel workers and agencies, affiliated consumers, corporations, SMEs and enterprise customers — which comprised approximately the $1 trillion annual assisted and affiliated travel market in 2019. The end consumers of the distributor and affiliated consumer segments are primarily leisure travelers and individual subscribers, whereas customers in the corporate and SME segments are primarily businesses and membership organizations who coordinate travel for their employees and other constituents.
The company’s distributor target segment is comprised of the fragmented population of gig workers, home-based agents, traditional travel agents and travel management customers who plan, manage or otherwise service travel experiences for leisure travelers. Through both organic growth and strategic acquisitions, the company has created one of the industry’s leading distribution platforms with an infrastructure designed to grow quickly and at scale. Today, travel professionals partner with Mondee through the TripPro platform and services for access to the company’s extensive GCH and feature-rich operating systems to provide service to millions of end customers. The company is well positioned to continue expanding its distribution presence rapidly in the emerging gig travel segment with its modern TripPro “Travel Solution in a Box,” offering the complete suite of conversational commerce customer tools, content access, integrated marketing tools, Fintech solutions, self-service booking and 24/7 support all geared to building a gig travel community or business.
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Mondee’s second target segment, affiliated consumers, is the gig economy’s discerning traveler focused on value-based offerings and personalized experiences, who pay subscription fees and affiliate with life-style consumer cohorts. Customers in this segment use the company’s subscription-based services TripPlanet and Unpub, which were launched in the second half of 2021, to access all Mondee services. These modern Apps seamlessly integrate global travel content with curated solutions at value-based prices, backed by world class 24/7 support services, that appeal to the gig economy’s value-savvy consumers. It also provides travel suppliers with a targeted network of individuals willing to fill largely excess capacity of seats on flights and hotel rooms in order to optimize load factors, revenue and profitability.
The company’s enterprise customer, corporate and SME target segment is served on its Rocketrip traveler rewards platform and TripPlanet product. Larger businesses are connected with travel suppliers through Rocketrip, which was founded in 2013 and acquired by Mondee in 2020. It is an enterprise travel platform with a shared-rewards price-to-beat feature helping companies reduce travel costs significantly by empowering and rewarding employees to make cost-saving decisions. By contrast, TripPlanet is a comprehensive, mobile App travel booking platform, catering to SMEs, nonprofits and other membership organizations. Both products also are backed by Mondee’s world class 24/7 support platform and services and provide value-pricing, detailed reporting and other features which were traditionally reserved only for larger corporations.
All stakeholders in travel distribution benefit from the Mondee platforms as they efficiently connect sellers of travel accommodations and products with today’s travel consumers. More importantly, this growing reliance on Mondee’s platforms and network creates an economic moat around its travel marketplace that the company believes is a significant competitive advantage for its shareholders.
All of Mondee’s products are supported by its seamless customer service. The company provides world class, end-to-end travel support service for customers and travelers through its technology led platforms, well-established processes and high efficiency operating tools. These services are currently deployed in Mondee’s 24/7 contact centers and operations facilities in several countries, including the US, Canada, India, Thailand, and several other countries worldwide. With over 1,000 travel professionals assisting consumers to research, plan and book the best travel options, the service centers also offer in transit support and other travel transaction services including itinerary changes, irregular operations assistance, cancellations, rebooking and rewards application, along with best practices conversational commerce capability.
Industry & Market
Prior to the COVID-19 pandemic, travel and tourism was one of the largest and fastest growing global economic sectors. Mondee believes these sectors represented approximately 10% of global GDP in 2019. Mondee believes that global travel spending of approximately $1.9 trillion industry at that time, is increasing at an annual rate of approximately 6% in recent years prior to the outbreak of the COVID-19 pandemic.
The travel bookings segment can be subdivided into Self-Service Consumer Travel and Assisted and Affiliated Consumer Travel. Self-Service Consumer Travel includes travel inventory sold to travelers by airlines and hotel companies directly, Online Travel Agencies and Metasearch companies. Mondee does not focus on this market segment.
Assisted and Affiliated Consumer Travel, on the other hand, includes inventory sold to a traveler through affiliates and curators such as travel agents, TMCs, corporations, call centers, associations and other membership organizations. Through these third parties, end consumers gain access to airline and hotel reservations, car reservations and other accommodations, which have been configured for specific trip or experience requirements and best-value priced. Mondee believes Assisted and Affiliated Consumer Travel accounted for $1 trillion in revenue in 2019. Mondee focuses on this segment of the travel bookings market, which is growing rapidly and is increasing in choice and complexity. According to IBIS Global Tourism GL Industry Report of August 2021 and Global Travel Agency Services GL Industry Report of August 2021, the global travel market is expected to grow by 9% on average year on year for the period 2021 and 2025, whilst in the same period the travel agency market is expected to grow by 11%.
Many of the traditional stakeholders providing Assisted and Affiliated Consumer Travel are still largely dependent on legacy distribution networks, archaic operating systems and rely on traditional booking methods that fail to align with modern consumers’ booking preferences and life-style requirements. They often lack transaction platforms and operating systems with current consumer engagement technologies and transaction services, thereby underserving the emerging consumer cohorts. Mondee believes these stakeholders generally fail to reach or satisfy significant segments of the rapidly emerging gig economy travel market, including small- and medium-sized businesses and most member organizations, creating significant white space market opportunities. It is in
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this Assisted and Affiliated Consumer Travel segment that Mondee’s platforms provide comprehensive solutions and a modern marketplace for both leisure and business travelers.
The Effect of COVID-19
Since March 2020, the COVID-19 pandemic severely restricted the level of economic activity around the world and has continued to have an unprecedented impact on the global travel industry. Government measures of imposing restrictions on travel and business operations or requesting individuals forgo activities outside of their homes to contain the spread of COVID-19, continue to limit leisure and business travel significantly below 2019 levels. While a general recovery in travel demand began in 2021, and is expected to continue through 2022, the pace and scope of the recovery is proving volatile with the emergence of new COVID-19 variants and other events impacting the global economy.
In early 2020, Mondee began to experience the effects of the pandemic. As the world locked down, to protect its business from near-term market disruptions and the prospect of a prolonged negative impact, Mondee applied for and received a loan of $4,292,000 from the U.S. Small Business Association Paycheck Protection Program (“PPP”), all of which was forgiven. Rocketrip also applied for and received a $1,514,000 loan prior to the acquisition of the company, which was forgiven post-acquisition. Mondee and Rocketrip then each applied for second tranches of the PPP in January 2021 and received, in aggregate, $3,576,000, none of which has yet to be forgiven.
Similarly, the company’s Canadian subsidiaries Skylink Travel Inc. and Leto Travel, Inc. (dba CTS Travel) applied for and received Canada Emergency Business Accounts (“CEBA”) loans equal to CAD$80,000 in the aggregate, and loans of CAD$250,000 in the aggregate under the Business Development Bank of Canada’s Highly Affected Sectors Credit Availability Program (“HASCAP”) in emergency assistance from the Canadian government.
In addition, Mondee quickly took action to reduce costs. In particular, the company (a) renegotiated its loan structure with lenders to defer interest payments to manage cash; (b) raised additional capital through equity financing; (c) restructured accounts payable to accommodate a longer time horizon; and (d) invested in and developed its platforms to increase operating efficiencies and to reduce labor expenses. Mondee’s swift management of expenses, together with its existing cash position, and the PPP, CEBA and HASCAP loan funds helped prudently manage the business through the effects of the pandemic during 2020 and 2021. In addition, while travel restrictions were at their tightest during the pandemic, the company took measures to invest in modernizing its platforms to best position Mondee for growth as the effect of the COVID-19 pandemic subsides. For example, during this period, Mondee acquired Rocketrip and launched Trip Planet to better serve gig travelers and distribution customers, as well as improve hotel inventory to growits share of the hotel accommodations market.
The COVID-19 pandemic also had a material impact on the expansion of the global gig economy and rise of the remote worker. Fundamental shifts have taken place in business practices globally with the significant adoption of remote and virtual work environments. This, among other generational factors, rapidly increased the proliferation of the global gig economy, creating larger fragmented pools of remote, part-time and home-based gig workers. In many industries, and especially in travel, this has created a significant market white space for remote and home-based business solutions which are comprehensive, seamless and technologically enabled. Mondee’s micro-services and self-service modern technology platforms and operating systems, combined with its affiliate and travel agent market segment focus, extensive high-value content access and consumer-friendly apps, give it a material early-to-market advantage in this market white space. This will provide the company with significant market growth and penetration opportunities.
Mondee Competitive Strengths
Management believes Mondee currently accounts for approximately 5% of the $70 billion private airfare market in North America and has a significant penetration in the travel agent segment. Mondee believes the following strengths are key to its ability to obtain and maintain its position as a market leader:
| ● | NextGen Travel Marketplace with unmatched access to extensive content and fares. Mondee’s distribution network connects over 50,000 travel affiliates and agents to more than 500 airlines and over one million hotel and alternative hospitality accommodations, and the company continues to expand its rental car, cruise and tour content to match emerging consumer demand. Mondee believes this distribution network enables it to broadly provide segment-targeted traveler access to its Global Content Hub (“GCH”) inventory, setting the company apart from its competitors. The flagship user-friendly |
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| platforms, TripPro, Rocketrip, TripPlanet and Unpub, then help travelers in target market segments take advantage of GCH inventory appropriately to maximize its value for all marketplace participants. |
| ● | Modern disruptive technology platform and interface. Mondee’s travel ecosystem disrupts incumbent platforms by modernizing an industry still reliant on legacy technology infrastructure. The company’s technology platform increases the efficiency of transactions, provides great mobile accessibility, and incorporates modern marketing and Fintech tools. As an example, TripPro is a leading gig economy solution in the travel services market empowering gig workers with the comprehensive infrastructure necessary to build a successful work-from-anywhere travel constituency or business. Unpub is a comprehensive travel solution optimized for value-savvy consumers seeking life-style travel choices and who prefer a subscription-based service. |
| ● | Significant barriers to entry and market leadership. The company’s market leadership is protected by a three-pronged moat of content, distribution and unique technology. Mondee’s platforms create efficiencies, which benefit its partners in the travel marketplace. As a result, both travel suppliers and affiliates rely on the company’s platforms to fuel transaction volume. |
| ● | Proven management team. Mondee’s management team has 100+ years of combined experience in the travel industry, and its Founder and CEO, Prasad Gundumogula, is a seasoned entrepreneur with significant experience adding value to companies at the intersection of travel and technology. Under his leadership, Mondee has grown quickly, both organically and through several successfully integrated acquisitions. The management team’s growth mindset has successfully navigated the COVID-19 pandemic, and by reallocating resources to invest in further acquisitions and the development of its platform, Mondee is well-positioned to take advantage of the significant market recovery and emerging white-space growth opportunities that it anticipates will soon follow given the pent-up demand for travel globally. |
| ● | Extensive organic and inorganic growth. Between 2015 and 2019, Mondee’s CAGR generated through organic growth was approximately forty percent (40%). When growth through the company’s strategic acquisitions is included, Mondee’s CAGR was approximately sixty-two percent (62%) during this same time period. Mondee believes the size of the private airfare market in 2019 was approximately $70 billion and that this growth led to a 2.4x expansion in the company’s share of gross revenues from the private airfare market in North America between 2015 and 2019 including acquisitions. |
| ● | Proven track record of building scale through acquisitions. Mondee has successfully acquired and integrated 14 businesses, covering content, technology and distribution areas. This M&A activity has built scale and added capabilities to the company’s platforms. Further, Mondee has demonstrated an ability to integrate those companies into its existing platforms to fundamentally improve the acquired businesses. |
Business Strategy for Future Growth
Mondee will continue to capitalize on its disruptive technology, extensive content and large, scalable distribution network to propel its future growth both organically and through acquisitions. The company believes this multi-pronged strategy best positions it to take advantage of the pent-up demand, changes and rapid growth of the travel market expected in the current recovery from the COVID-19 economic slowdown.
Technology
Mondee’s platform brings needed technological innovation to an industry which remains largely run on legacy distribution systems. The company plans to continue innovating and further disrupt the travel market by prioritizing the following growth-oriented actions:
| ● | Expand Its Leading Travel Platform for the Gig Economy. Mondee has prioritized the implementation and ongoing expansion of TripPro’s “Travel Solutions in a Box” offering, which will require the continued building of the infrastructure supporting the emerging gig travel economy. The company will equip gig workers with the full suite of business tools and efficiently provide them with full access to its travel content. |
| ● | Extend the Platform to Serve SMEs. The company is using its technology to identify new customer segments, such as small businesses. According to Statista Number of SMEs Worldwide 2000-2020 published September 2021, there are over 200 million small-medium enterprises globally and Mondee estimates millions of these book online and receive no special |
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| treatment. The company believes its TripPlanet subscription-based service can help these small enterprises achieve savings on travel bookings while receiving superior customer service. The company launched TripPlanet’s direct subscription service to SMEs in the second half of 2021, and plans to prioritize the growth and refinement of this product. |
| ● | Monetize New Features. The company believes it can maximize profits by implementing further add-on and ancillary booking features on its platform. Mondee’s customers select an ancillary, such as premium seat selection, trip insurance or fraud protection, when booking a flight, hotel, or other travel products. Mondee plans to further expand its platform with more of these lucrative features. |
Content
The company already has an extensive high value inventory of travel content for both the business and leisure travel segments, however the following initiatives will help Mondee further expand the quality and depth of its future travel content offerings:
| ● | Expand Global Flight Content. To differentiate itself from competitors, Mondee will expand its extensive flight content by working with all airlines that need to fill planes quickly as the COVID-19 pandemic wanes. Most airlines reduced flights and capacity to partially offset the significant reduction in passenger traffic, rapid decrease in their load factors and steep increase in their losses. As the travel market recovery progresses and these airlines reopen their routes and reestablish capacity, they will need additional help to fill seats and increase load factors. Mondee has anticipated this need and has prioritized implementation of its content expansion. |
| ● | Strengthen Hotel Inventory. Hotel bookings are a recent addition to the Mondee platform and presently account for less than 10% of its bookings. As such, the company will focus on expanding its hotel content by building relationships with additional hotels and other alternative lodging suppliers. Mondee believes its Unpub subscription-based product, will appeal to hoteliers hoping to fill last-minute hotel inventory. Additionally, the company plans to leverage its strength in airfare content to increase hotel demand by featuring hotel bookings as an add-on and/or bundled offering to primarily air transactions. |
| ● | Add New Categories of Content. Mondee will prioritize the addition of new categories of travel content, such as cruises, dynamic packages, and entertainment, organically and through acquisitions. For example, travel affiliates currently initiate a majority of cruise bookings through offline channels and specialty distributors, therefore, the company can leverage its strong relationships with travel affiliates and its positioning with emerging gig workers worldwide to expand its cruise relationships and content. |
Distribution
Mondee currently maintains a distribution network that includes over 50,000 travel affiliates and agents, enterprise corporate customers, and partners with direct channels to travelers. While the company’s distribution network is already large, it believes there is substantial room for growth in both the leisure and business travel sectors. Mondee plans to take the following actions to strengthen its worldwide travel distribution network:
| ● | Increase International Market Share. The company plans to expand its presence globally to become a leading operating system for global travel accommodations. Mondee plans to make international expansion a priority in 2022 and beyond. |
| ● | Facilitate the Growth of the Gig Travel Economy. Mondee is now expanding TripPro’s new “Travel Solutions in a Box” offering, which will transform gig workers into 21st century travel providers. The company expects this new pool of gig workers will exponentially increase the travel provider market in the near future. Importantly, these gig workers will rely on Mondee’s platform to conduct this business, strengthening the company’s competitive advantage vis-à-vis legacy providers who do not have this technology. The company expects the new gig travel economy will also encourage travel suppliers desiring to sell their travel content through these new gig travel providers to use Mondee’s marketplace, which will further bolster its content and distribution network. |
| ● | Unveil and Grow the Subscription-Based Affiliated Consumer Revenue Model. TripPlanet and Unpub will be the members-only subscription-based platforms giving value-savvy leisure travelers access to appropriate segment-targeted rates on flights and hotels. The modest annual subscription fee will provide Mondee with a recurring revenue stream and increase customer stickiness by supplying superior travel pricing combined with a loyalty rewards program and free ancillary |
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| packages. By targeting existing leisure travelers with various marketing and viral campaigns, the company believes Unpub will achieve rapid adoption and growth. |
| ● | Expand SME Travel Market Share. Traditionally, only large enterprises have had access to value pricing, better service and reporting, but with TripPlanet, Mondee plans to provide this model efficiently to SMEs, nonprofits and other membership organizations. TripPlanet already brings a deep set of travel benefits and the company plans to grow this business by targeting more small businesses and non-business organizations. Mondee plans to further expand offerings to include new leisure travel benefits to employees and members of these enterprises. |
Strategic and Accretive M&A
The company has historically built scale and added capabilities through M&A activity. It has demonstrated an ability to execute accretive and synergistic acquisitions as well as integrate and fundamentally improve its acquired businesses. Mondee expects to continue pursuing strategic opportunities that strengthen its platforms, expand the breadth and depth of its content, and enhance its distribution infrastructure.
In particular, among a number of emerging white-space and growth options, the company initially has identified potential opportunities that will grow its inventory of hotel and lodging, cruise and tour offerings. With even greater content offerings, Mondee plans to expand its dynamic packaging capabilities, and is assessing acquisition candidates with this expertise to enhance these functions on its platform. Also, the company has identified opportunities to increase its international footprint through the acquisition of distributors, aggregators and platforms based in Europe and other international markets.
Mondee will continue to actively monitor and evaluate these and future opportunities in its M&A pipeline in both the near- and mid-term.
Competition
The travel services industry is competitive. Travel suppliers, travel distributors and wholesalers, OTAs, travel agencies and corporate travel service providers all compete for a share of the overall travel market, and Mondee competes for its own share across multiple market segments. The following, however, are most relevant in the Assisted and Affiliated Customer Travel segment:
| ● | Larger Travel Agencies and Managed Travel Companies. This segment consists primarily of a few traditional consolidators, regional wholesalers and some larger international travel agencies, such as Flight Centre Travel Group, Internovos’ Travel Leaders Group, and Corporate Travel Management. These companies generally provide travel agents with private fare inventory utilizing primarily legacy distribution systems, which Mondee believes do not compete favorably with its modern technology platform. Most are often based outside the North American market with a specific area of geographic focus, whereas Mondee has comprehensive global content and supplier partnerships. |
| ● | Corporate Travel Service Providers. There are a number of travel service providers that offer discounted fares and customer service to large corporations, such as TripActions and Egencia, who might compete directly with Mondee’s Rocketrip and TripPlanet services in certain market sub-segments. These corporate or otherwise managed travel companies, however, have not historically extended offerings to SMEs, nonprofits, associations and membership organizations, nor provided competitive subscription-based services. Mondee targets these corporate and SME customer groups with the same level of benefits and services typically afforded only to large corporations. |
In the future, the company may face increased competition through the emergence of new competitors or business models. Some of Mondee’s competitors may have access to significant financial resources, greater name recognition and well-established client bases in their target customer segments, differentiated business models, technology and other capabilities, or a differentiated geographic coverage, which may make it more difficult for Mondee to attract new customers. Nevertheless, the company believes its extensive content, large and scalable distribution and innovative technology establish a significant and competitive advantage for its diverse product offerings that sustainably distinguishes Mondee from other market players.
Suppliers/Partners and Customers
Travel suppliers, such as airlines, hoteliers, rental car agencies, cruise companies, tour operators, insurance companies and all three major GDSs supply the company with travel content and ancillary products. Mondee has longstanding relationships with almost
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all global network and most low-cost carriers representing over 500 airlines, most international hotel and hospitality companies representing over one (1) million hotel and alternate hospitality accommodations, most international car rental companies and several other travel inventory and ancillary travel product suppliers.
Mondee’s customers and content consumers primarily fall into the three following categories:
| ● | Gig Economy Workers, Home Based Agents and Travel Agencies. The company currently provides travel inventory and other travel content to over 50,000 travel affiliates and agents worldwide through its TripPro service and, with the release of TripPro’s new gig economy feature, will also create a network of gig travel workers and home based agents that use Mondee’s platforms to deliver curated travel experiences to end consumers. |
| ● | SMEs and other Organizations. Corporations and other organizations comprise another core group of Mondee’s customers. Rocketrip works with large-scale enterprise customers to motivate their employees with shared rewards to save costs on business travel by making more value-conscious travel choices. TripPlanet, on the other hand, provides comprehensive travel booking services on a subscription basis to employees and members of SMEs, nonprofits and other membership organizations. TripPlanet’s customer base currently includes access to over 4 million members. |
| ● | Travel Consumers. Gig travelers and affiliated consumers make up the third primary group of Mondee’s customers. In addition to its current direct consumers supported by Mondee call centers, with the launch of Unpub, the company will sell travel inventory through a subscription-based service to value-savvy consumers in life-style affiliated cohorts. |
Intellectual Property
Mondee’s intellectual property is an important component of its business. The company relies on a combination of domain names, trademarks, copyright, know-how and trade secrets, as well as contractual provisions and restrictions, to protect its intellectual property. As of December 31, 2021, Mondee has no active patents or patent applications, but intends to pursue patent protection to the extent it believes it would be beneficial and cost effective.
As of December 31, 2021, the company owned twelve (12) U.S. registered or pending trademarks and registered or pending trademarks in nine (9) other jurisdictions. Mondee also owns several domain names including “mondee.com” “trippro.com,” “rocketrip.com” and “tripplanet.com.”
The company relies on trade secrets and confidential information to develop and maintain its competitive advantage. Mondee seeks to protect its trade secrets and confidential information through a variety of methods, including confidentiality agreements with employees, third parties, and others who may have access to the company’s proprietary information. Mondee also requires key employees to sign invention assignment agreements with respect to inventions arising from their employment, and restrict unauthorized access to the company’s proprietary technology. In addition, Mondee has developed proprietary, AI-driven software that is protected through a combination of copyright and trade secrets.
Notwithstanding the company’s efforts to protect its intellectual property, there can be no assurance the measures taken will be effective or that its intellectual property will provide any competitive advantage. Mondee can provide no assurance that any patents will be issued from its pending applications or any future applications or that any issued patents will adequately protect its proprietary technology. The company’s intellectual property rights may be invalidated, circumvented or challenged. Furthermore, the laws of certain countries do not protect intellectual property and proprietary rights to the same extent as the laws of the United States and, as a result, Mondee may be unable to protect its intellectual property and other proprietary rights in certain jurisdictions. In addition, while the company has confidence in the measures it takes to protect and preserve its trade secrets, it cannot guarantee these measures will not be circumvented, or that all applicable parties have executed confidentiality or invention assignment agreements. In addition, such agreements can be breached, and may not have adequate remedies should any such breach occur. Accordingly, Mondee’s trade secrets may otherwise become known or be independently discovered by competitors.
Properties
Mondee is headquartered in Austin, Texas. Other domestic operations are located in the San Francisco bay area, several Southern California locations, Michigan, New York and elsewhere in the United States. The company also maintains offices in Canada, India, Thailand, as well as employees operating in several other locations.
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The company continues to seek ways to reduce its global footprint in response to the COVID-19 pandemic while maintaining world class customer service. The COVID-19 pandemic has highlighted the ability to maintain most central business operations outside of traditional office space. Mondee believes its facilities are adequate and suitable for current business needs and expects to continue to reduce reliance on fixed office space in the future.
Sales and Marketing
The company’s marketing strategy includes brand, performance and viral marketing, such as word of mouth, peer-to-peer, micro-networking and crowd sourcing, as well as nurture marketing. Brand marketing, which may also include the company’s presence on social media platforms, increases awareness among potential customers, helping them understand the benefits of using Mondee’s platforms to book their travel experiences, including flights, hotels, cars, cruises and tours. The company deploys performance marketing strategies through digital and offline channels to drive additional traffic and transactions from high-intent prospective customers. An example of these marketing campaigns is the use of online marketing companies and platforms for paid clicks and conversion results. To increase the efficiency of its performance marketing initiatives, the company utilizes a Customer Relationship Management platform, which provides further opportunities to personalize marketing campaigns and target advertising to specific market segments. Mondee complements its brand and performance marketing with nurture initiatives through email and outbound communications to ensure the company retains high-value customers, increases brand loyalty and drives recurring transactions.
In addition to brand, performance and nurture marketing, Mondee engages in traditional public relations and communications activities, such as trade show participation, to strengthen its brand and enable it to be less reliant on performance marketing, reducing the company’s customer acquisition costs. The company’s communications team works across press and policy channels to share timely and important news about the company. They also oversee the execution of a consumer, product, corporate, and policy communications plan that supports Mondee’s brand strategy.
R&D
Mondee has a research and development culture that rapidly and consistently delivers high-quality enhancements to the functionality, usability, and performance of its platforms. As of December 31, 2021, the company has assembled a team of more than 125 highly skilled engineers, designers, product managers, and data scientists whose expertise spans a broad range of technical areas. Mondee embraces a DevOps culture and the company’s technology organization is structured as cross-functional agile delivery teams, integrating product management, engineering, data science, design, and system operations. Mondee utilizes a micro-services architecture that allows these teams to release updates rapidly and independently. The company focuses on creating rich customer experiences while also architecting for massive scale. Its web-based offerings are responsive, mobile-enabled and operating system-agnostic.
Mondee’s People and Culture
The company has adopted a high-performance culture. By staying true to these values, Mondee has created a business where talented people can do great work and drive value for all stakeholders. These values guide the company in individual everyday tasks to high-level strategic planning. They foster a culture of dialogue, collaboration, recognition, achievement and sense of family that contributes to Mondee’s long-term success.
Mondee engages and empowers its team with ongoing career, learning and development opportunities, fostering a growth mindset and culture where all voices are heard, and team members can build a strong bench of leaders for tomorrow’s business challenges. Continued growth and success will depend on the performance of the company’s current and future employees, including certain key team members. Recruitment and retention of these individuals is vital to growing the business and meeting the objectives of the company’s business plans. Mondee espouses the principle that all team members can bring their whole selves to work and thrive.
Importantly, Mondee’s values and the culture they inspire extend to the company’s relationships with every customer and corporate partner. Mondee fosters a long-term, personal rapport with each, which not only promotes high customer satisfaction but also fulfills the mission to change the way travelers experience the world. After more than ten years, the company believes its culture is real, valued, deeply ingrained, and sustained in part by robust and scalable training that helps create consistently positive customer interactions and experiences.
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Legal Proceedings
Mondee is currently involved in, and may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary course of business. These include proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual property, competition, tax, employment, pricing, discrimination, consumer rights, personal injury, and property rights.
Additionally, in connection with its acquisition of certain assets of LBF, a former shareholder of LBF has sued LBF and Mondee, claiming he has not received fair compensation for his interests in the purchased assets. He is asserting certain contractual and tort claims against both LBF and Mondee. The status of this legal proceeding is currently ongoing.
Depending on the nature of the proceeding, claim, or investigation, the company may be subject to monetary damage awards, fines, penalties, or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect Mondee’s business, results of operations, and financial condition. The outcomes of legal proceedings, claims, and government investigations are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters. While it is not possible to determine the outcomes, the company believes based on its current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on the business, results of operations, cash flows or financial condition.
Regulatory Compliance
The company’s overall business approach and strategy includes rigorous attention to regulatory compliance, as its operations are subject to regulations in the following principal areas, across a wide variety of jurisdictions.
Travel Licenses and Regulation
Mondee maintains travel licenses and/or registrations in the jurisdictions in which they are required. The company is required to renew its licenses, typically on an annual basis, and to do so, must satisfy the licensee renewal requirements of each jurisdiction. Failure to satisfy any of the requirements to which its licensed entities are subject could result in a variety of regulatory actions ranging from a fine, a directive requiring remedial action, suspension of a license or, ultimately, revocation of a license.
In the United States, the company’s businesses are subject to regulation by the DOT under the U.S. Transportation Code and state agencies under state seller of travel laws, and the company must comply with various rules and regulations governing the holding out, offering, sale and arrangement of travel products and services as a travel agency and, in the case of the DOT, air transportation as a ticket agent. Failure to comply with these rules and regulations could also result in a variety of regulatory actions, including investigations, fines or directives requiring remedial action.
Mondee’s businesses also are subject to licensing requirements imposed by airline established organizations, including agent accreditation requirements by the Airline Reporting Corporation (“ARC”) in the United States and, in other countries, the International Air Transport Association (“IATA”). Pursuant to such accreditations, Mondee’s businesses are authorized to sell and issue tickets on behalf of various airlines, subject to agent rules set by the ARC and the IATA. The failure by the company’s businesses to comply with such rules could result in the suspension or revocation of its authority to sell and issue tickets on behalf of one or more airlines.
As Mondee continues to expand the reach of its products and brands into other regions, the company is increasingly subject to laws and regulations applicable to travel advisors or tour operators in those regions, including, in some countries, pricing display requirements, licensing and registration requirements, mandatory bonding and travel indemnity fund contributions, industry specific value-added tax regimes and laws regulating the provision of travel packages.
Privacy and Data Protection Regulation
In processing travel transactions and information about customers, the company receives and stores a large volume of personally identifiable data. The collection, storage, processing, transfer, use, disclosure and protection of this information are increasingly subject to legislation and regulations in numerous jurisdictions around the world, such as the European Union’s General Data Protection Regulation (“GDPR”) and variations and implementations of that regulation in the member states of the European Union, as well as privacy and data protection laws and regulations in various U.S. states and other jurisdictions, such as the California
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Consumer Privacy Act (as amended by the California Privacy Rights Act), the Canadian Personal Information Protection and Electronic Documents Act (“PIPEDA”), and the UK General Data Protection Regulation and the UK Data Protection Act.
Mondee incorporates a variety of technical and organizational security measures and other procedures and protocols to protect data within the company’s platforms and business services, including personally identifiable data pertaining to guests and employees, and Mondee is engaged in an ongoing process of evaluating and considering additional steps to maintain compliance with the California Consumer Privacy Act, GDPR, PIPEDA, the UK General Data Protection Regulation, and the UK Data Protection Act.
Employment
The company is also subject to laws governing its relationship with employees, including laws governing wages and hours, benefits, immigration and workplace safety and health.
Other Regulation
Mondee’s business is subject to various other laws and regulations, involving matters such as income tax and other taxes, consumer protection, online messaging, advertising and marketing, the U.S. Foreign Corrupt Practices Act and other laws governing bribery and other corrupt business activities, and regulations aimed at preventing money laundering or prohibiting business activities with specified countries or persons. As the company expands into additional markets, it will be subject to additional laws and regulations.
The regulatory environment in each market is often complex, evolving and can be subject to significant change. Some relevant laws and regulations are inconsistent, ambiguous and could be interpreted by regulators and courts in ways that could adversely affect the company’s business, results of operations, and financial condition. Moreover, certain laws and regulations have not historically been applied to an innovative hospitality provider such as Mondee, which often makes their application to its business uncertain. For additional information regarding the laws and regulations that affect the company’s business, see the section titled “Risk Factors” in this prospectus.
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Certain Relationships and Related Person Transactions Prior to the Business Combination — ITHAX
Class B Ordinary Shares
On October 6, 2020, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain offering and formation costs in consideration of 5,031,250 Class B ordinary shares, par value $0.001 per share. On October 16, 2020, the Sponsor transferred an aggregate of 20,000 Class B ordinary shares to Mr. Guimarães and Mr. Vir, with each of them receiving 10,000 Class B ordinary shares. In addition, on October 28, 2020, the Sponsor and Mr. Syllantavos entered into a securities assignment agreement, pursuant to which the parties agreed that Mr. Syllantavos would pay the Sponsor $41,250 and in exchange the Sponsor would transfer to him 10,000 Class B ordinary shares and (ii) immediately following ITHAX’s initial business combination, transfer a total of 4% of the outstanding Class A ordinary shares then held by the Sponsor to Mr. Syllantavos, with such percentage to include the 10,000 Class B ordinary shares he already holds. On January 27, 2021, ITHAX effectuated a stock dividend of 0.2 shares for each share outstanding, resulting in an aggregate of 6,037,500 Class B ordinary shares outstanding. On July [●], 2022, ITHAX transferred 206,550 Class A ordinary shares to Mr. Syllantavos pursuant to the terms of the above referenced securities assignment agreement.
Private Placement Units
Simultaneously with the closing of the initial public offering, pursuant to those certain private placement units purchase agreements with each of Cantor and the Sponsor, ITHAX issued an aggregate of 675,000 private placement units to the Sponsor and Cantor (465,000 private placement units to the Sponsor and 210,000 private placement units to Cantor), at a purchase price of $10.00 per private placement unit, or $6,750,000 in the aggregate. Each private placement unit consists of one Class A ordinary share and one-half of one redeemable private placement warrant, with each whole private placement warrant exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment, as described in the final prospectus filed with the SEC on February 1, 2021 No underwriting discounts or commissions were paid with respect to the sale of the private placement units. The issuance of the private placement units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The private placement units (including the underlying securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.
Promissory Note
On October 6, 2020, ITHAX issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which ITHAX could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the initial public offering. The then outstanding balance under the Promissory Note of $88,264 was repaid at the closing of the initial public offering on February 1, 2021. Borrowings are no longer available under the Promissory Note.
Expense Reimbursement
No compensation of any kind, including finder’s and consulting fees, will be paid to the Sponsor, its Officers and Directors, or their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our Audit Committee reviews on a quarterly basis all payments that were made by us to the Sponsor, Officers, Directors or their affiliates and determines which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
The Sponsor advanced $88,264 to cover expenses related to ITHAX’s initial public offering. The balance was repaid at the closing of the initial public offering.
PIPE Financing
Concurrently with the execution of the Business Combination Agreement, ITHAX entered into Subscription Agreements (the “Subscription Agreements”) with certain “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and accredited investors (together, the “Initial PIPE Investors”), pursuant to which the Initial
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PIPE Investors have agreed to subscribe for and purchase, and ITHAX has agreed to issue and sell to the Initial PIPE Investors, an aggregate of 5,000,000 shares of New Mondee Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $50,000,000 (the “Initial PIPE Investment”). Subsequently, on April 21, 2022, ITHAX entered into a Subscription Agreement with an additional investor (the “Additional PIPE Investor” together with the Initial PIPE Investors the “PIPE Investors”) pursuant to which the Additional PIPE Investor agreed to subscribe for and purchase, and ITHAX has agreed to issue and sell to the Additional PIPE Investor, 2,000,000 shares of New Mondee Common Stock at a price of $10.00 per share, for gross proceeds of $20,000,000 (the “Additional PIPE Investment”). The aggregate gross proceeds to New Mondee from the Initial PIPE Investment and the Additional PIPE Investment are expected to equal $70,000,000 (the “PIPE Financing”). The offer and sale of the shares of New Mondee Common Stock to be issued in the PIPE Financing pursuant to the Subscription Agreements has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ITHAX will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is to be consummated immediately prior to the First Effective Time and is contingent upon, among other things, the substantially concurrent Closing of the Transactions.
Registration Rights Agreement
Concurrently with the Closing of the Transactions, New Mondee, the Sponsor, certain former Stockholders of Mondee and certain other persons entered into a registration rights agreement (the “Registration Rights Agreement”), which will become effective at the Closing, pursuant to which, among other things, the parties thereto have been granted certain customary registration rights with respect to their respective shares of New Mondee Common Stock. An aggregate of 74,300,000 shares of New Mondee Common Stock are subject to resale registration rights. Such shares include (i) the 7,000,000 PIPE Shares; (ii) the 60,800,000 Merger Consideration shares; and (iii) an aggregate of up to 6,500,000 Earn-Out Shares.
Additionally and pursuant to the Registration Rights Agreement, the holders of any shares of the New Mondee Common Stock (the “Lock-Up Shares”) issued to the Sponsor prior to the Closing or to the Mondee Stockholder in connection with the Business Combination Agreement, or to the Members (as defined below) in connection with the Earn-Out Agreement (as defined below), may not transfer any Lock-Up Shares during the period beginning on the Closing Date and ending on the date that is the earlier of (A) six (6) months after the Closing Date, (B) the date on which the closing price of the New Mondee Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading-day period commencing at least ninety (90) calendar days following the Closing Date and (C) the date on which ITHAX consummates a sale, merger, liquidation, exchange offer or other similar transaction after the Closing, which results in the stockholders immediately prior to such transaction having beneficial ownership of less than fifty percent (50%) of the outstanding voting securities of the combined company. However, the Company may choose to release one or more of the Selling Securityholders from the applicable lock-up periods, if the Company decides it is in the best interests of the Company and its stockholders, which would allow for earlier sales of shares of New Mondee Common Stock in the public market. For example, the Company currently has a small public float of approximately [●] million shares of New Mondee Common Stock and may need to increase its public float in order to comply with Nasdaq listing standards. In addition, our small public float could limit the ability of large, institutional investors to invest in our equity, limit our ability to raise additional capital through sales of New Mondee Common Stock and limit the attractiveness of our equity to potential strategic partners. For these reasons or other unforeseen developments, the Company could determine that it is in the best interests of the Company and its stockholders to release some of its existing stockholders from their applicable lock-up obligations.
Amended and Restated Warrant Agreement
Concurrently with the Closing, New Mondee and Continental entered into an amended and restated warrant agreement (the “Amended and Restated Warrant Agreement”), pursuant to which (i) all references to ITHAX warrants will be revised to become references to warrants of New Mondee; and (ii) the outstanding warrants will be adjusted pursuant to the terms of the existing warrant agreement, such that the warrants will be exercisable for New Mondee Common Stock, in lieu of the ITHAX Class A ordinary shares previously issuable and receivable upon the exercise of rights under the existing warrant agreement.
Earn-Out Agreement
Pursuant to the Business Combination Agreement, ITHAX entered into an earn-out agreement (the “Earn-Out Agreement”) with certain signatories thereto (the “Members”), pursuant to which ITHAX has agreed, among other things that in connection with and upon the First Merger, New Mondee will issue to the Members up to 9,000,000 shares of New Mondee Common Stock (the “Earn-Out Shares”), with the Earn- Out Shares vesting over the four-year period following Closing based on the achievement of
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certain milestones related to the trading price of New Mondee Common Stock set forth in the Earn-Out Agreement. Upon the closing of the Business Combination, Prasad Gundumogula, who is the Chief Executive Officer of New Mondee received 6,000,000 of these Earn-Out Shares.
Stockholder Support Agreement
Pursuant to the Business Combination Agreement, Mondee and the Mondee Stockholder entered into a Support Agreement (the “Stockholder Support Agreement”) with ITHAX, pursuant to which the Mondee Stockholder has, among other things, agreed to vote to adopt and approve the Business Combination Agreement and all other documents and transactions contemplated thereby. The Stockholder Support Agreement will terminate upon the termination of the Business Combination Agreement if the Closing does not occur.
Sponsor Support Agreement
In connection with the execution of the Business Combination Agreement, ITHAX entered into a sponsor support agreement with the Sponsor and Mondee (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed to, among other things, vote all of its 6,472,500 ordinary shares in favor of the approval of the Transactions and to waive any redemption rights with respect to any ordinary shares held by it. The Sponsor did not receive separate consideration for its waiver of redemption rights in the Sponsor Support Agreement. In addition, the Sponsor has agreed that 603,750 Class B ordinary shares issued in connection with ITHAX’s initial public offering (which were converted to 603,750 shares of New Mondee Class B Common Stock in connection with the Domestication) would be forfeited if the minimum cash condition contemplated by the Business Combination Agreement was not satisfied as of the Closing. Since the minimum cash condition was waived and not satisfied, the Sponsor forfeited 603,750 shares of New Mondee Class B Common Stock at Closing in accordance with the terms of the Sponsor Support Agreement.
Certain Relationships and Related Person Transactions Prior to the Business Combination – Mondee
Unless the context otherwise requires, any reference in this section of this prospectus to “Mondee,” “we,” “us” or “our” refers to Mondee and its consolidated subsidiaries prior to the consummation of the Business Combination.
MetaMinds Services Agreement
Metaminds Technologies Pvt. Ltd. and Metaminds Software Solutions Ltd, corporations limited by shares organized under the laws of India, and Metaminds Global Solutions Inc. (“Metaminds”), provide certain consulting services to Mondee and its Subsidiaries in the areas of software development, fulfillment and other support, pursuant to that certain Amended and Restated Services Agreement dated September 26, 2011 and made effective as of April 16, 2010. During the years ended December 31, 2021 and 2020, transactions with Metaminds amounted to $2,640,000 and $4,031,000, respectively. Prasad Gundumogula (“Gundumogula”) and Gundumogula’s wife, Madhuri Pasam (“Pasam”) own Metaminds. Gundumogula is the Chief Executive Officer of Mondee and a material shareholder. Gundumogula and Pasam serve on the Board of Directors of Mondee, Inc. and certain of its subsidiaries.
We secured financing pursuant to that certain Financing Agreement dated as of December 23, 2019 (as amended, the “TCW Financing Agreement”) by and among Mondee, certain affiliates and subsidiaries thereof, certain lenders from time to time party thereto (“Lenders”) and TCW Asset Management Company LLC, as agent for lenders (“Agent”). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Sources of Liquidity” elsewhere in this Prospectus for further information.
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Services Provided by Fly.com and FlyEx, Inc.
Gundumogula owns Fly Holding LLC and FlyEx, Inc., and each of these companies provide free services to Mondee and certain of our affiliates and subsidiaries pursuant to revocable, unwritten arrangements. Fly Holding LLC runs Fly.com, a metasearch engine that routes web traffic and phone calls to us. Fly.com also provides Mondee with certain pricing information. FlyEx Inc. has developed an application based on the sharing economy model, which supports TripPro, the gig economy service on our platform.
Mondee Group Note
Mondee Group LLC (“Mondee Group”) is a limited liability company owned by Gundumogula. Mondee Holdings LLC extended a loan to Mondee Group in the original principal amount of $19,282,363.27 pursuant to that certain Secured Non-Recourse Promissory Note, dated as of March 25, 2016 (the “Mondee Group Note”). The Mondee Group Note was subsequently transferred to Mondee, Inc. In connection therewith, the parties entered into a Pledge and Security Agreement dated as March 25, 2016, pursuant to which, among other things, Mondee Group pledged 14,708 Class A Units to (the “Mondee Group Class A Units”), and granted a security interest in all of Mondee Group’s rights, title and interest in and to, the Mondee Group Class A Units and any proceeds therefrom. On consummation of the Business Combination, the Mondee Group Note was in accordance with its terms, as the same may be amended.
On May 18, 2022, the parties entered into a First Amendment to Secured Non-Recourse Promissory Note (the “Amendment”) with respect to the Mondee Group Note. Pursuant to the Amendment, the principal and interest on the Mondee Group Note may be repaid, at the sole discretion and election of Mondee Group, in cash, units of the Parent (or New Mondee Common Stock received in redemption of, as a distribution on or in exchange for the units of the Parent in connection with the closing of the Business Combination) or a combination of both. As set forth above, the Mondee Group Note was repayable at the closing of the Business Combination. Should Mondee Group exercise its option to repay the Mondee Group Note solely in New Mondee Common Stock the maximum aggregate amount of New Mondee Common Stock that may be transferred thereby in satisfaction of the outstanding principal and interest thereunder, would not exceed 2.5% of the issued and outstanding shares of New Mondee Common Stock.
UATP Servicing Agreement
Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, in exchange for a service fee equal to 10% of the revenue derived from the sale of such airline tickets. Mondee Group led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline.
ExploreTrip Loan Agreement
Pursuant to that certain Loan Agreement, dated October 16, 2012 (the “ExploreTrip Loan Agreement”), Gundumogula extended a loan to ExploreTrip, Inc., a Delaware corporation (“ExploreTrip”), a wholly-owned subsidiary of Mondee. At the time the ExploreTrip Loan Agreement was executed, the loan amount was equal to $189,000. Gundumogula may demand repayment of this loan at any time. Prasad Gundumogula is the Chief Executive Officer of Mondee as well as a material shareholder.
Unit Issuance Agreement
Mondee Holdings, LLC (“Mondee Holdings”) will issue up to 3,600,000 Class G Units of Mondee Holdings to Lenders, in accordance with each Lender’s pro rata portion for each LOI Unit Issuance Date (of which there are four), pursuant to the Unit Issuance Agreement (the “Original Unit Issuance Agreement”) dated as of December 31, 2021. Lenders include: West Virginia Direct Lending LLC; TCW Skyline Lending LP; NJ/ TCW Direct Lending LLC; TCW Brazos Fund LLC; TCW Direct Lending Structured Solutions 2019 LLC; US Specialty Insurance Company; Safety National Casualty Corp; Reliance Standard Life Insurance Company; and North Haven Credit Partners. The Original Unit Issuance Agreement was amended, effective as of December 31, 2021, to amend the definition of “Transaction Units,” and revise the frequency of “Transaction Trigger Dates.” On July 8, 2022, Mondee Holdings and the Lenders entered into an Amended and Restated Unit Issuance Agreement, pursuant to which Mondee Holdings agreed to issue up to 3,000,000 Class G units to the Lenders instead of the 3,600,000 Class G units agreed to under the Original Unit Issuance Agreement, the exact amount of which will be dependent on the aggregate amount of loans outstanding following prepayment of such loans out of proceeds of the Transactions. On July 17, 2022, based on the prepayment of $41,200,000 aggregate amount of the loans, the Company issued [ ] Class G units to the Lenders.]
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MANAGEMENT
Unless the context otherwise requires, any reference in this section of this prospectus to “New Mondee” refers to New Mondee and its consolidated subsidiaries after giving effect to the Business Combination.
Executive Officers and Directors
The following table sets forth the names, ages, and positions of our executive officers and directors as of the date of this prospectus:
Name |
| Age* |
| Position |
|
Executive Officers | |||||
Prasad Gundumogula | 47 | Founder, Chief Executive Officer, and Director (Chairman) | |||
Dan Figenshu | 44 | Chief Financial Officer | |||
Venkat Pasupuleti | 59 | Chief Technology Officer | |||
Jim Dullum | 69 | Chief Operating Officer | |||
Non-Employee Directors | |||||
Orestes Fintiklis | 42 | Director | |||
Asi Ginio | 49 | Director | |||
Mona Aboelnaga Kanaan | 54 | Director | |||
Roopa Purushothaman | 44 | Director | |||
Noor Sweid | 41 | Director | |||
Pradeep Udhas | 63 | Director |
* | As of May 13, 2022. |
Set forth below is information concerning directors and executive officers of New Mondee upon completion of the Business Combination.
Executive Officers
Prasad Gundumogula, 47, is the co-founder of Mondee and served as Chairman of the Board and Chief Executive Officer since 2015. Mr. Gundumogula serves as the Chief Executive Officer and Chairman of the Board of Directors of New Mondee. Under his stewardship, Mondee has emerged as a rapid-growth travel technology company and market place with a portfolio of globally recognized brands, grown substantially in revenue, and executed some key strategic acquisitions that expanded the portfolio to fuel future growth. Prior to his current role, Mr. Gundumogula served as Chief Operating Officer, Chief Technology Officer of Mondee, where he crafted Mondee’s vision, as well as played foundational roles in executing this vision. Prior to Mondee’s founding, Mr. Gundumogula was the Founder and CEO of Explore Trip Inc, where he pioneered a world-class system-based travel technology solution and state-of-the-art content hub platform. Previously, Mr. Gundumogula founded Metaminds Global Solutions, where he created highly scalable logistics systems and Artificial & Business Intelligence based solutions that added value to companies such as Lowe’s and Mercedes Benz. Mr. Gundumogula is a seasoned entrepreneur with an excellent track record of founding multiple transformative ventures and nurturing them from startups to multi-millions dollar businesses. Mr. Gundumogula holds both a master’s degree and a bachelor’s degree in computer science from Andhra University. We believe Mr. Gundumogula is qualified to serve as a director of New Mondee due to his experience in the industry and deep knowledge of the Company as its founder.
Dan Figenshu, 44, served as Mondee’s Chief Financial Officer since September 2021, and serves as the Chief Financial Officer of New Mondee. Mr. Figenshu is currently responsible for overseeing all financial, accounting, SEC reporting, and treasury functions at Mondee. Prior to his current role, he served as Chief Operating Officer / Chief Financial Officer of Rocketrip, Inc., which was acquired by Mondee in September 2020. At Rocketrip, a venture-backed travel-tech start-up, he oversaw finance, accounting, legal, human resources, and operations. Before joining Rocketrip in 2017, Mr. Figenshu led finance organizations at two different media companies: Mic Network, Inc. and Glenn Beck’s The Blaze, where he also sat on the Board of Directors. Earlier in his career, he held finance and operations leadership roles at Random House and Simon & Schuster. Mr. Figenshu has more than 20 years of finance and operations experience in companies ranging from Series-A startups tomulti-billion dollar media conglomerates. Mr. Figenshu received his bachelor’s degree in finance from the Wallace E. Carroll School of Management at Boston College.
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Venkat Pasupuleti, 59, served as Mondee’s Chief Technology Officer since January 2017, and currently serves as the Chief Technology Officer of New Mondee. He leads the technology team that drives innovation and transformation in the industry through disruptive technology platforms. Prior to joining the company, Mr. Pasupuleti served as Chief Operations Officer of Explore Trip Inc. where he played a critical role in operations and in the development of a world-class, expert, system-based travel technology solution. Prior to that, Mr. Pasupuleti served as Vice President at Avesta Computers, leading the West Coast operations and Program Management services. Earlier, Mr. Pasupuleti was founder and CEO of Zoom Interview Inc, which developed a new generation technology skill assessment platform. Earlier in his career, he served as Program Director and Country Head at e2e technologies Inc, where he was responsible for M&A, Strategic Consulting and Program Management practices, and prior to that, he served as Head – Business Applications Group at Mastek, a global IT solutions company. Mr. Pasupuleti received a Bachelor’s Degree in Commerce from Andhra University and a Master’s Degree in Management from Bombay University.
Jim Dullum, 69, served as Mondee’s Chief Operating Officer since November 2021 and on Mondee’s Advisory Board from 2012 to 2016. Mr. Dullum currently serves as the Chief Operating Officer of New Mondee. Prior to joining the Company, Mr. Dullum headed the Global Travel & Transportation Business for EDS, an HP company that became the largest processor of airline reservation transactions by 2007, through acquisitions and outsourcing of airline and global distribution system (GDS) operations and a leading provider of IT services to global airline, hotel, logistics and other travel companies. Subsequently, Mr. Dullum was an advisor to Travel port Worldwide Limited, has been Chief Operating Officer of Fare portal, Inc., a travel technology company and one of the largest Online Travel Agencies (OTAs), as well as Managing Partner of Fieldstone Equity, a private equity and business management firm since its co-founding in 2010. Mr. Dullum was also a Principal and Business Development Leader of Business Travel International of Americas (BTIA), which merged to become BCD, one of the largest global Travel Management Companies (TMCs). He started, operated and sold Execunet Travel, a corporate travel company that developed one of the first transactional front-end systems on an airline GDS, has been the Vice-Chairman of Citi corp CIMS, a travel information and transaction provider for travel agencies, and also has been CEO of Corvus Consulting, a travel marketing automation consulting business that has since been sold to Citi corp. Mr. Dullum sits on the Advisory Board of the Georgia Institute of Technology School of Mechanical Engineering, holds a Bachelor of Science in Mechanical Engineering (cum laude) from Georgia Institute of Technology and has an MBA from Harvard Graduate School of Business.
Non-Employee Directors
Orestes Fintiklis serves as a director of New Mondee. Mr. Fintiklis has served as ITHAX’s Chief Executive Officer since October 2020 and Chairman of ITHAX’s Board since January 2021. He has more than 15 years of experience in hospitality investment and asset management and is the Founder and Managing Partner of Ithaca Capital Partners, a private equity real estate investment management company. In the past four years alone, Ithaca has acquired and/or asset-managed five hospitality businesses, including the acquisition of iconic and award-winning hotels such as the JW Marriott Panama and W Hotel Bogota (which, in 2021, readers of Condé Nast Traveler voted as the No. 1 best hotel in South America). He oversees all aspects of Ithaca, including sourcing, acquisitions, structuring, strategy, asset management and disposals. Prior to Ithaca, Mr. Fintiklis joined Dolphin Capital Partners in June 2007, and served as a partner from December 2013 to January 2017. Dolphin Capital Partners raised approximately $600 million of equity since June 2007 and raised and invested a total of approximately $1.1 billion of equity since December 2005 into multiple hotels and resorts. Prior to that, he was an attorney at Clifford Chance LLC in London and Brussels from August 2004 to August 2006. Mr. Fintiklis has a bachelor’s degree in law (Jurisprudence) from Oxford University (England), where he graduated first in his class, and holds a Master’s Degree in Business Administration with distinction from INSEAD Business School (France). He is a director in multiple hospitality and real estate private companies and is an active member of Young Presidents Organization, a chief executive leadership organization. We believe that Mr. Fintiklis is qualified to serve as a director of New Mondee due to his extensive investment background, experience as an executive, and his global network of business contacts.
Asi Ginio serves as a director of New Mondee. Mr. Ginio has over 20 years of experience with Tourico Holidays Inc., a global travel wholesale and bedbank company that he co-founded in April 1999 (“Tourico”), and has served as the Chief Product Officer, Chief Operating Officer and Chief Executive Officer. In 1999, Mr. Ginio established the Tourico Holidays product development team and deployed its unique Permanent Room Block “PRB” strategy, which created a new industry standard and significantly improved the company value proposition and profit margins. In 2013, Mr. Ginio helped establish Tourico Holidays Travel Academy (“THTA”) which offers an exclusive opportunity for college graduates to jumpstart careers in the travel industry and Travel Global Systems (“TGS”), a proprietary travel software company. From January 2013 to May 2017, he oversaw Tourico’s global distribution and revenue management of over 35,000 direct hotel contracts and 4500 worldwide clients, including online travel agencies, airlines, rewards programs, tour operators, travel clubs and more. In June 2017, Tourico was acquired by Cinven Limited and Canada Pension Plan Investment Board and Mr. Ginio was selected as Hotelbed’s Commercial Strategy Director and Tourico Holidays Chief Executive Officer. Under his leadership, Tourico grew to become the third largest bedbank company with over 760 employees in 39
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locations and over $1 billion in sales. Mr. Ginio holds a B.Sc in Hotel Management from Johnson and Wales University in Rhode Island and is a mentor at NYU Tisch Center HI Hub Incubator. We believe Mr. Ginio is qualified to serve as a director of New Mondee due to his experience as an executive in the global travel wholesale and bedbank industry.
Mona Aboelnaga Kanaan serves as a director of New Mondee. Ms. Aboelnaga Kanaan is Managing Partner at K6 Investments LLC, a private investment firm she founded in 2011, which invests globally in the financial services, technology, consumer products and entertainment industries. Earlier in her career, Ms. Aboelnaga Kanaan was President and Chief Executive Officer of Proctor lnvestment Managers LLC (“Proctor”), a private equity firm she co-founded in 2002, which invested in traditional and alternative asset management companies. Ms. Aboelnaga Kanaan oversaw Proctor’s strategic development, acquisition program, and international distribution strategy. She sold Proctor to National Bank of Canada in 2006 and continued as Proctor’s President and Chief Executive Officer until 2013. Currently, Ms. Aboelnaga Kanaan serves as a member of the board of directors of Webster Financial Corporation (NYSE: WBS), where she chairs the technology committee and is a member of the executive and risk committees. She is the first US- based member of the board of Perpetual Limited (ASX: PPT), an Australian-based diversified global financial services company, and serves on the investment and people committees. With a passion for financial inclusion and innovation, Ms. Aboelnaga Kanaan also serves as a director and audit committee chair of FinTech Acquisition Corp Vl (NASDAQ: FTVI), on the Board of Advisors of Ibancar, a FinTech company specializing in collateralized auto lending in Spain, and on the Advisory Board and FinTech Task Force of Dubai-based VC Fund, Global Ventures. Previously, she served as a director of Siguler Guff Small Business Credit Opportunities Fund and Peridiem Global Investors (on behalf of National Australia Bank). Ms. Aboelnaga Kanaan is a Trustee of The Chapin School, the Fashion Institute of Technology of the State University of New York, and International House, New York (a graduate student housing non-profit organization), and a member of the Council on Foreign Relations. She is also a Leadership Fellow of the National Association of Corporate Directors. We believe Ms. Aboelnaga Kanaan is qualified to serve as a director of New Mondee because she is an experienced chief executive officer, entrepreneur, private equity investor, and corporate director with over 30 years of experience in the financial services sector and over 21 years of experience in leadership roles.
Roopa Purushothaman serves as a director of New Mondee. Ms. Purushothaman has served as the Chief Economist and Head of Policy Advocacy at Tata Sons Private Limited since September 2017. Previously, she was MD and Head of Research at Everstone Capital, an investment group that manages assets in excess of $6 billion across private equity, real estate, green infrastructure, credit and venture capital. Until 2006, she was a Vice President and Economist at Goldman Sachs, where she co-authored the widely read report, “Dreaming with BRICs: The Path to 2050.” In 2018, Ms. Purushothaman also co-authored the book “Bridgital Nation: Solving Technology’s People Problem,” written with N. Chandrasekaran, the Chairman of the Tata Group. She has served on the Prime Minister of India’s Advisory Council on Urban Infrastructure and is the founder of Avasara Leadership Institute, a non-profit educational institution focusing on accelerating academic and leadership outcomes for adolescent girls in India. Avasara has worked with over 2,000 girls through after-school programs, scholarship programs and Avasara Academy, a residential secondary school. Ms. Purushothaman has a B.A. in International Studies and Ethics, Politics, and Economics from Yale University and a Masters of Science Economics from the London School of Economics. We believe Ms. Purushothaman is qualified to serve as a director of New Mondee due to her economic expertise and background in private equity and real estate.
Noor Sweid serves as a director of New Mondee. Ms. Sweid has been the founder and general partner of Global Ventures, a Dubai-based venture capital firm, since 2018. She is a founder, investor, and operator. Identified by Forbes magazine as one of the “World’s Top 50 Women in Tech,” Ms. Sweid’s previous roles include chief investment officer at The Dubai Future Foundation from 2016 until 2017, and founder of ZenYoga studio chain (acquired by Cedarbridge) from 2006 until 2014. Furthermore, she was the first Arab woman to scale, conduct an initial public offering of and operate a public company in the MENA region, listing Depa PLC, an interior solutions company on the NASDAQ Dubai and the London Stock Exchange (DEPA:DU) for approximately US$1.1 billion in April 2008. Additionally, Ms. Sweid has been the chairperson of the Middle East Venture Capital Association since 2018, a director for TechWadi since 2017, a director for the Karman Fellowship since 2021, and a director for the Global Private Capital Association since 2022. Ms. Sweid has also been the independent board director for Clue Health since 2020. Ms. Sweid holds a bachelors’ degrees in Finance and Economics from Boston College, an MBA from MIT Sloan, and began her career as a biotechnology and pharmaceutical strategy consultant in the US. She is a fellow of the inaugural class of the Finance Leaders Fellowship and a member of the Aspen Global Leadership Network, and is recognized as a Young Global Leader by the World Economic Forum. We believe Ms. Sweid is qualified to serve as a director of New Mondee because of her extensive management history and experience in technology sectors.
Pradeep Udhas serves as a director of New Mondee. Mr. Udhas currently serves as a Senior Advisor at KPMG India, which he co-founded in 1994. In his 28 years of service at KPMG India, Mr. Udhas served as a Senior Partner and various other senior positions. Previously, he served as the Managing Partner for Greater Pacific Capital, a UK based private equity firm’s India operations from May 2008 to May 2010. From May 2000 to October 2004, Mr. Udhas served as the Founder and CEO of e2e Technologies, a
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United States-based solution architecture firm. Prior to that, he was a Director in IBM, US serving many positions from 1984 to 1993. Mr. Udhas currently serves as a member of the Founder’s Circle of Avasara Leadership Academy, and as a member of the board of The Indus Entrepreneurs, a global entrepreneur mentorship organization, based out of Silicon Valley. He previously served on the executive council of NASSCOM, an Indian IT industry think-tank from April 2000 to April 2002, on the advisory board of St. Xavier’s College, Mumbai from April 2012 to May 2014, and on the national board of the Indo-American Chamber of Commerce from September 2012 to September 2014. In February 2022, Mr. Udhas co-founder the Lorraine Music Academy, a music education technology (“Edtech”) and entertainment firm. Mr. Udhas holds a BS of Biology from St. Xavier’s College, Mumbai and MBA Information Technology from Union College, New York. We believe Mr. Udhas is qualified to serve as a director of New Mondee due to his financial background and extensive experience in technology leadership and strategic growth.
Family Relationships
There are no family relationships among any of New Mondee’s directors or executive officers.
Board Composition
New Mondee’s business and affairs are organized under the direction of the New Mondee Board. The New Mondee Board will meet on a regular basis and additionally as required.
In accordance with the terms of the Bylaws, New Mondee’s Board may establish the authorized number of directors from time to time by resolution. New Mondee’s Board consists of 7 members. In accordance with the Bylaws, New Mondee’s Board will be divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. New Mondee’s Board is divided among the three classes as follows:
| ● | the Class I Directors are Asi Ginio, and Noor Sweid, and their terms will expire at the annual meeting of stockholders to be held in 2023; |
| ● | the Class II Directors are Pradeep Udhas, Roopa Purushothaman, and Mona Aboelnaga Kanaan, and their terms will expire at the annual meeting of stockholders to be held in 2024; and |
| ● | the Class III Directors are Orestes Fintiklis and Prasad Gundumogula, and their terms will expire at the annual meeting of stockholders to be held in 2025. |
As nearly as possible, each class will consist of one-third of the Directors.
The division of New Mondee’s Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.
Director Independence
Our Board has determined that each of the directors on our Board, other than Prasad Gundumogula, will qualify as “independent directors,” as defined under the rules of Nasdaq, and our Board consists of a majority of “independent directors,” as defined under the rules of the SEC and Nasdaq relating to director independence requirements. In addition, we are subject to the rules of the SEC and Nasdaq relating to the membership, qualifications, and operations of the audit committee, as discussed below. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with New Mondee and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of securities of New Mondee by each non-employee Director and the transactions described in the section titled “Certain Relationships and Related Person Transactions.”
Controlled Company Exemption
Immediately following the Closing, Mondee Stockholder beneficially owns, in the aggregate, more than 50% of the combined voting power for the election of New Mondee’s Board. As a result, New Mondee is a “controlled company” within the meaning of the
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Nasdaq listing rules and may elect not to comply with certain corporate governance standards, including, but not limited to, requirements that:
| ● | a majority of New Mondee’s Board consist of directors who qualify as “independent” as defined under Nasdaq listing rules; |
| ● | New Mondee’s Board have a compensation committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; |
| ● | New Mondee’s Board have a nominating and corporate governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
| ● | New Mondee’s Board conduct an annual performance evaluation of the compensation committee and the nominating and corporate governance committee. |
New Mondee may elect to rely on these and any additional exemptions for so long as it remains a “controlled company.” Accordingly, you may not have the same protections as those afforded to stockholders of companies that are subject to all of these corporate governance requirements. In the event that New Mondee ceases to be a “controlled company” and the shares of New Mondee Common Stock continue to be listed on Nasdaq, New Mondee will be required to comply with these requirements within the applicable transition periods. See “Risk Factors — Risks Related to Our Organizational and Structure — We currently rely upon the “controlled company” exemption under Nasdaq Stock Market Listing Rules, pursuant to which “controlled companies” are exempt from certain corporate governance requirements otherwise applicable under Nasdaq listing rules.”
Role of New Mondee’s Board in Risk Oversight/Risk Committee
One of the key functions of our Board will be informed oversight of our risk management process. Our Board does not anticipate having a standing risk management committee, but rather anticipates administering this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the our Board will be responsible for monitoring and assessing strategic risk exposure and our Audit Committee will have the responsibility to consider and discuss major financial risk exposures and the stepsour management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee will also monitor compliance with legal and regulatory requirements. The Compensation Committee will also assess and monitor whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements.
Committees of the New Mondee Board
Our Board reconstituted our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee upon the consummation of the Business Combination and adopted a new Charter for each of these Committees, which complies with the applicable requirements of current SEC and Nasdaq rules. We intend to comply with future requirements to the extent applicable. Following the consummation of the Business Combination, copies of the Charters for each Committee will be available on the investor relations portion of our website.
Audit Committee
The Audit Committee consists of three (3) or more members of the New Mondee Board, namely Pradeep Udhas, Roopa Purushothaman, and Mona Aboelnaga Kanaan, each of whom the Board has determined satisfies the independence requirements under Nasdaq listing standards and Rule 10A- 3(b)(1) of the Exchange Act. The Chair of the Audit Committee is Pradeep Udhas. New Mondee’s Board has determined that at least one (1) member of the Audit Committee, Pradeep Udhas, is an “Audit Committee financial expert” within the meaning of SEC regulations. Each member of the Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board has examined each Audit Committee Member’s scope of experience and the nature of their employment.
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The primary purpose of the Audit Committee is to discharge the responsibilities of the New Mondee Board with respect to the corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee the independent registered public accounting firm. Specific responsibilities of the Audit Committee will include, but will not be limited to:
| ● | helping the New Mondee Board oversee corporate accounting and financial reporting processes; |
| ● | managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit the financial statements; |
| ● | reviewing, discussing and resolving any audit problems or difficulties with management and the independent auditors; |
| ● | discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, the interim and year-end operating results; |
| ● | establishing and developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
| ● | monitoring and enforcing compliance with New Mondee’s Code of Ethics; |
| ● | reviewing related person transactions; |
| ● | obtaining and reviewing (1) a report by the independent registered public accounting firm at least annually that describes internal quality control procedures, (2) any material issues with such procedures and any steps taken to deal with such issues when required by applicable law, and (3) all relationships between the independent accountant and New Mondee or any of its subsidiaries to assess the independence of the independent auditors; and |
| ● | approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm. |
Compensation Committee
The Compensation Committee consists of two (2) or more members of the Board, namely Roopa Purushothaman and Asi Ginio. The Chair of the Compensation Committee is Roopa Purushothaman. The Board has determined that each Member of the Compensation Committee is independent under the Nasdaq listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.
The primary purpose of the Compensation Committee is to discharge the responsibilities of the New Mondee Board in overseeing the compensation policies, plans and programs and to review and determine the compensation to be paid to Executive Officers, Directors and other senior management, as appropriate. Specific responsibilities of the Compensation Committee will include, but not be limited to:
| ● | reviewing and approving annually the corporate goals and objectives applicable to the compensation of the chief executive officer and evaluating at least annually the chief executive officer’s performance in light of those goals and objectives; |
| ● | reviewing and approving the compensation of the chief executive officer, other executive officers and senior management; |
| ● | reviewing and administering the equity incentive plans and other benefit programs; |
| ● | assisting in complying with reporting requirements related to executive compensation; |
| ● | reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for the executive officers and other senior management; and |
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| ● | reviewing and establishing general policies relating to compensation and benefits of the employees, including the overall compensation philosophy. |
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee consists of three (3) or more members, namely Mona Aboelnaga Kanaan, Noor Sweid, and Asi Ginio. The Chair of the Nominating and Corporate Governance Committee is Mona Aboelnaga Kanaan. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent under the Nasdaq listing standards.
Specific responsibilities of the Nominating and Corporate Governance Committee will include, but will not be limited to:
| ● | identifying and evaluating candidates, including the nomination of incumbent Directors for reelection and nominees recommended by stockholders, to serve on the New Mondee Board; |
| ● | considering and making recommendations to the New Mondee Board regarding the composition and chairmanship of the committees of the New Mondee Board; |
| ● | reviewing stockholder proposals and recommending New Mondee Board responses; |
| ● | developing and making recommendations to the New Mondee Board regarding corporate governance guidelines and matters, including in relation to corporate social responsibility; and |
| ● | overseeing periodic evaluations of the performance of the New Mondee Board, including its individual directors and committees. |
Compensation Committee Interlocks and Insider Participation
None of the Members of New Mondee’s Compensation Committee has ever been an Executive Officer or employee of New Mondee. None of New Mondee’s Executive Officers currently serve, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more Executive Officers that will serve as a Member of New Mondee Board or Compensation Committee.
Code of Ethics
Our Board has adopted a Code of Ethics, applicable to all of New Mondee’s employees, Executive Officers and Directors. The Code of Ethics is available at the investors section of New Mondee’s website at https://www.mondee.com/investors. Information contained on or accessible through the website is not a part of this prospectus, and the inclusion of the website address in this prospectus is an inactive textual reference only. Any amendments to the Code of Ethics, or any waivers of its requirements, are expected to be disclosed as required by SEC and Nasdaq rules. The reference to New Mondee’s website address does not constitute incorporation by reference of the information contained at or available through New Mondee’s website, and you should not consider it to be a part of this prospectus.
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EXECUTIVE AND DIRECTOR COMPENSATION
Unless the context otherwise requires, all references in this section to the “Company,” "we,” "us " or "our" refer to the business of Mondee and its subsidiaries prior to the consummation of the Business Combination and to New Mondee and its subsidiaries following the consummation of the Business Combination.
ITHAX
The following disclosure concerns the compensation of ITHAX’s officers prior to the Business Combination. Unless the context otherwise requires, all references to “we,” “us,” or “our” in this section refer to ITHAX.
None of our executive officers or directors have received any cash compensation for services rendered to us. Our Sponsor, executive officers and directors, or any of their respective affiliates will not be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations to the extent such expenses exceed the amount required to be retained in the trust account, unless the Business Combination is consummated. Our audit committee will review on a quarterly basis all payments that may be made to our Sponsor, executive officers or directors, or our or their affiliates, if any. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of any such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, if any, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. There have not been any material out-of-pocket expenses subject to reimbursement incurred or accrued as of the date of this prospectus, and we do not anticipate any such expenses to be incurred or accrued prior to Closing.
After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees have been fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
MONDEE
Our Executive and Director Compensation
Our named executive officers for the fiscal year ended December 31, 2021, which consist of Chief Executive Officer, Chief Financial Officer, Chief Technology Officer and Chief Operating Officer are:
| ● | Prasad Gundumogula, our Chief Executive Officer; |
| ● | Dan Figenshu, our Chief Financial Officer; |
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| ● | Venkat Pasupuleti, our Chief Technology Officer; |
| ● | Jim Dullum, our Chief Operating Officer |
The named executive officer and director compensation described in this section discusses our 2021 compensation programs. Following the consummation of the Business Combination, our compensation committee may choose to implement different compensation programs for our named executive officers and directors.
Summary Compensation Table
The following table provides information regarding the compensation provided to our named executive officers during the fiscal year ended December 31, 2021.
Non-Equity | Non-Equity |
| |||||||||||||||||||||||||
Deferred | Deferred | ||||||||||||||||||||||||||
Stock | Option | Incentive Plan | Compensation | All Other | |||||||||||||||||||||||
Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | ||||||||||||||||||||
Name and Principal Position |
| Year |
| ($) |
| ($) |
| ($) |
| ($) |
| ($) |
| ($) |
| ($) |
| ($) | |||||||||
Prasad Gundumogula, Chief Executive Officer | 2021 | $ | 0 | $ | 0 | $ | 286,726 | (1) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 286,726 | |||||||||
Dan Figenshu, Chief Financial Officer | 2021 | $ | 280,000 | $ | 28,000 | (2) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 308,000 | |||||||||
Venkat Pasupuleti, Chief Technology Officer | 2021 | $ | 172,800 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 172,800 | ||||||||||
Jim Dullum, Chief Operating Officer | 2021 | $ | 300,000 | (3) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 50,000 | |||||||||
| (1) | Mr. Gundumogula’s Stock Awards represent compensation he received for his role as Chief Executive Officer of the Company, but are issued in Mondee Holdings, LLC and not in the Company. |
| (2) | Mr. Figenshu’s cash bonus was received in 2021 as part of his previous role and the associated responsibilities as the Chief Operating Officer / Chief Financial Officer of Rocketrip. |
| (3) | Mr. Dullum is compensated at $25,000 per month on a consulting basis, until the Closing is complete, at which time he will be converted to a full-time employee of the Company. |
Narrative to the Summary Compensation Table
The compensation committee annually reviews and approves compensation for our named executive officers. The compensation committee considers recommendations by our Chief Executive Officer for the compensation of all other named executive officers. Compensation for our Chief Executive Officer typically has been recommended by the chairman of our Board, which is reviewed and subject to approval by the compensation committee.
Compensation paid based on performance, including any award under the current equity incentive plan, will be subject to a recoupment (“clawback”) policy. In the event of a restatement of incorrect financial results, this policy will enable the Board or the Compensation Committee to seek reimbursement from award recipients of any portion of an award that would not have been earned based on corrected financial results if fraud or willful misconduct contributed to such noncompliance.
Annual Base Salary
We believe that a competitive base salary is essential in attracting and retaining key executive talent. The base salary established for each of our named executive officers is intended to reflect each individual’s responsibilities, experience, position, prior performance and other discretionary factors deemed relevant by our compensation committee. Mr. Gundumogula waived his base salary in June 2020, to reduce our financial burden given the impacts of COVID-19.
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The chart below reflects the actual base salaries approved by the compensation committee for our named executive officers during the fiscal year ended December 31, 2021.
Name |
| 2021 Base Salary |
| |
Prasad Gundumogula, Chief Executive Officer | $ | 0 | ||
Dan Figenshu, Chief Financial Officer | $ | 280,000 | ||
Venkat Pasupuleti, Chief Technology Officer | $ | 172,800 | ||
Jim Dullum, Chief Operating Officer | $ | 300,000 | (1) | |
| (1) | Mr. Dullum’s base salary is $300,000 because he receives $25,000 a month until the Closing, but he was only compensated $50,000 in 2021 because he started his consulting work with Mondee in November 2021. |
Employment Agreements with Our Named Executive Officers
Our named executive officers are each party to an employment agreement with us. The discussion below summarizes the material terms of the named executive officer employment agreements.
Employment Agreement with Prasad Gundumogula
In September 2011, Mondee entered into an employment agreement with Prasad Gundumogula to serve as its Chief Technology Officer. Pursuant to an amendment to the employment agreement effective June 2015, Mr. Gundumogula began serving as Chief Executive Officer, with a base salary of $300,000 per year. Pursuant to an amendment effective as of June 1, 2020 through December 31, 2021, Mr. Gundumogula waived his right to any cash salary or bonus, while he still maintains eligibility to participate in employee benefit or group insurance plans maintained from time to time by Mondee. In May 2022, Mr. Gundumogula entered into an employment agreement with Mondee, effective at the Closing. Under the terms of the new employment agreement, Mr. Gundumogula will serve as Chief Executive Officer with a base salary of $600,000 per year paid in cash in equal installments. The form of consideration may be changed with the approval of Mr. Gundumogula and the chair of the compensation committee. Mr. Gundumogula will be eligible to receive discretionary bonus compensation with a target amount of up to 50% of his base salary for each complete calendar year that he is employed by Mondee, commencing in 2022. The form of consideration may be in cash or equity and change at the discretion of the Board (or a committee thereof). Mr. Gundumogula will be awarded 100,000 shares of New Mondee Common Stock at the Closing in accordance with this provision. The employment agreement further provides that Mr. Gundumogula will receive a payment of $10 million upon termination if termination takes place within the first five years after the effective date of the employment agreement. Up to 50% of this payment upon termination may be paid in New Mondee Common Stock at the discretion of the Board (or a committee thereof). Mr. Gundumogula’s new employment agreement supersedes all prior agreements.
Employment Agreement with Dan Figenshu
In September 2021, Mondee entered into an employment agreement with Dan Figenshu, its Chief Financial Officer. Mr. Figenshu’s employment agreement provides for an annual base salary and eligibility to participate in employee benefit or group insurance plans maintained from time to time by Mondee. Additionally, Mr. Figenshu’s employment agreement provides for an initial grant of an equity award at Closing with a target value of $1,196,000, based on the price per share as of the Closing, which became fully vested at the time of Closing. Mr. Figenshu will be considered for annual equity awards in each subsequent year and the size and structures of any annual equity award granted to Mr. Figenshu will be established at the time of grant by the compensation committee. Mr. Figenshu’s base salary and his annual target bonus will be evaluated by the compensation committee on a regular basis during the normal course of business.
Employment Agreement with Venkat Pasupuleti
In January 2017, Mondee entered into an employment agreement with Venkat Pasupuleti, its Chief Technology Officer. In May 2022, Mr. Pasupuleti entered into an employment agreement with Mondee, effective at the Closing. Under the terms of the new employment agreement, Mr. Pasupuleti will serve as Chief Technology Officer with a base salary of $200,000 per year paid in cash in equal installments. Mr. Pasupuleti will be eligible to receive discretionary bonus compensation with a target amount of up to 50% of his base salary for each complete calendar year that he is employed by Mondee, commencing in 2022. The form of consideration may be in cash or equity and change at the discretion of the Board (or a committee thereof). Mr. Pasupuleti’s new employment agreement supersedes all prior agreements.
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Employment Agreement with Jim Dullum
In November 2021, Mondee entered into a consulting agreement with Jim Dullum, its Chief Operating Officer. Mr. Dullum’s consulting agreement provides for a monthly fee of $25,000, and does not make him eligible to participate in employee benefit or group insurance plans maintained by Mondee. In May 2022, Mr. Dullum entered into an employment agreement with Mondee, effective at the Closing. Under the terms of the new employment agreement, Mr. Dullum will serve as Chief Operating Officer with a base salary of $300,000 per year paid in cash in equal installments. Mr. Dullum will be eligible to receive discretionary bonus compensation with a target amount of up to 50% of his base salary for each complete calendar year that he is employed by Mondee, commencing in 2022. The employment agreement also provides that Mr. Dullum will receive an award of 112,000 shares of New Mondee common stock (initially awarded pursuant to a prior employment arrangement) on Closing. The form of consideration may be in cash or equity and change at the discretion of the Board (or a committee thereof). Mr. Dullum’s new employment agreement supersedes all prior agreements.
Long-Term Incentive Compensation
Outstanding Equity Awards at December 31, 2021
There were no outstanding equity awards held by named executive officers as of December 31, 2021.
2022 Equity Incentive Plan
The following paragraphs provide a summary of the features of the 2022 Plan and its operation. However, this summary is not a complete description of all of the provisions of the 2022 Plan and is qualified in its entirety by the specific language of the 2022 Plan.
Share Reserve
We have reserved shares of Common Stock equal to 10% of our fully diluted capitalization for issuance under the 2022 Plan. In addition, on the first day of each calendar year beginning on January 1, 2023 and ending on January 1, 2032, the aggregate number of shares reserved for issuance under the 2022 Plan will be increased automatically by the number of shares equal to the lesser of (i) 3% of the total number of all classes of our outstanding shares of Common Stock on the immediately preceding December 31 and (ii) such lesser number (including zero) as may be determined by the Committee (as defined below).
Administration
The 2022 Plan will be administered by a committee duly authorized by the Board (the “Committee”). The committee will have the authority to construe and interpret the 2022 Plan, grant awards, and make all other determinations necessary or advisable for the administration of the plan. Awards under the 2022 Plan may be made subject to vesting, “performance conditions” or any other terms and conditions that the Committee deems necessary or advisable.
Eligibility
Our employees, consultants, and directors, and the employees, consultants and directors of our affiliates, will be eligible to receive awards under the 2022 Plan. The Committee will determine who will receive awards and the terms and conditions of such awards.
Term
The 2022 Plan will terminate 10 years from the date our Board adopted the plan, unless it is terminated earlier by our Board.
Award Forms and Limitations
The 2022 Plan authorizes the grant of stock awards, performance awards and other cash-based awards. Awards under the 2022 Plan are limited to the share reserve as described above under “Share Reserve.” The maximum number of shares subject to stock options that are intended to qualify as incentive stock options, or ISOs, under Section 422 of the Code, is equal to the initial share reserve (not including any subsequent adjustments).
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Stock Options
The 2022 Plan provides for the grant of ISOs only to our employees or our affiliates. Options that are not classified as ISOs may be granted to our employees, directors, and consultants or our affiliates. The exercise price of each option must be at least equal to the fair market value of Common Stock on the date of grant. The exercise price of ISOs granted to 10% or more stockholders must be at least equal to 110% of the fair market value of Common Stock on the date of grant. Options granted under the 2022 Plan may be exercisable at such times and subject to such terms and conditions as the Committee determines. The maximum term of options granted under the 2022 Plan is 10 years (five years in the case of ISOs granted to 10% or more stockholders). Options may vest based on time or achievement of performance conditions, as determined by the Committee.
Stock Appreciation Rights
Stock appreciation rights provide for a payment, or payments, in cash or Common Stock, to the holder based upon the difference between the fair market value of Common Stock on the date of exercise and the stated exercise price of the stock appreciation right. The exercise price must be at least equal to the fair market value of Common Stock on the date the stock appreciation right is granted. Stock appreciation rights may vest based on time or achievement of performance conditions, as determined by the Committee.
Restricted Stock
The Committee may grant awards consisting of shares of Common Stock subject to restrictions on sale and transfer. The price (if any) paid by a participant for a restricted stock award will be determined by the Committee. Unless otherwise determined by the Committee at the time of award, vesting will cease on the date the participant no longer provides services to us and any unvested shares will be forfeited to or repurchased by us. The Committee may condition the grant or vesting of shares of restricted stock on the achievement of performance conditions and/or the satisfaction of a time-based vesting schedule.
Restricted Stock Units
There is no United States federal income tax consequences to either the participant or the employer upon the grant of restricted stock units. Generally, the participant recognizes ordinary income subject to withholding upon the receipt of cash and/or transfer of shares of Common Stock in payment of the restricted stock units in an amount equal to the aggregate of the cash received and the fair market value of the Common Stock so transferred. Subject to the deduction limitations described below, the employer generally is entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.
Generally, a participant recognizes ordinary income subject to withholding upon the payment of any dividend equivalents paid with respect to an award in an amount equal to the cash the participant receives. Subject to the deduction limitations described below, the employer generally is entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.
Other Stock-Based and Other Cash-Based Awards
The Committee may grant other stock-based awards and other cash-based awards to participants under the 2022 Plan in amounts and on terms and conditions determined by the Committee in its discretion. Such awards may be granted subject to vesting and other conditions or restrictions, or granted without being subject to any conditions or restrictions.
Additional Provisions
Awards granted under the 2022 Plan are not be transferable other than by will or by the laws of descent and distribution, or, in the case of an Award of Non-Qualified Stock Options, as determined by the Committee. In the event of a change in control (as defined in the Equity Incentive Plan), the Committee has the discretion to provide for any or all of the following actions: (i) awards may be continued, assumed, or substituted with new rights, (ii) awards may be cancelled for an amount of cash equal to the excess (if any) of the highest price per share of Common Stock paid in the change in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock-based Awards may be terminated before the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerated. All 2022 Plan awards are equitably adjusted in the case of the division of stock and similar transactions.
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ESPP
The following paragraphs provide a summary of the features of the ESPP and its operation. However, this summary is not a complete description of all of the provisions of the ESPP and is qualified in its entirety by the specific language of the ESPP.
Purpose and Eligibility
The ESPP is intended to assist our employees and any employee of our subsidiaries in acquiring share ownership interest in the Company and encourage them to remain in the employment of the Company or our subsidiaries.
Our eligible employees who have worked at the Company or an eligible subsidiary will be allowed to participate in the ESPP, provided that the administrator, in its discretion, may also exclude any or all of the following unless prohibited by applicable law, so long as any such exclusion is applied uniformly to all employees:
| ● | any employee who is customarily scheduled to work 20 hours or less per week; |
| ● | any employee whose customary employment is not more than five months in a calendar year; |
| ● | any employee that has not met a service requirement designated by the Administrator pursuant to Section 423 of the Code (which service requirement may not exceed two years); |
| ● | any employee who is a highly compensated employee (within the meaning of Section 414(q) of the Code) or any highly compensated employee with compensation above a specified level, who is an officer, or who is subject to the disclosure requirements of Section 16(a) of the Exchange Act; and/or |
| ● | any employee who is a citizen or resident of a jurisdiction outside the United States if the grant of the option is prohibited under the laws of the jurisdiction governing such Employee or compliance with the laws of the jurisdiction would cause any offering or option granted under the ESPP to violate the requirements of Section 423 of the Code. |
Notwithstanding the foregoing, any employee who, after the granting of the option, would possess 5% or more of the total combined voting power or value of all classes of shares of the Company shall not be eligible. In addition, no employee shall be granted an option under the ESPP which permits the employee to purchase shares under all of our “employee stock purchase plans” that would accrue at a rate which exceeds $25,000 of fair market value of New Mondee Common Stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time.
Administration
The ESPP is administered by the compensation committee of the Board or individuals who have been delegated authority by the compensation committee to administer the ESPP, subject to applicable laws. The administrator has full and exclusive authority to interpret the terms of the ESPP and determine eligibility, subject to the conditions of the ESPP, and make all other required determinations under the ESPP, as described below.
Share Reserve
The maximum aggregate number of shares that may be issued pursuant to the ESPP is equal to [1,873,194] shares (equal to 2% of the fully-diluted shares), subject to certain adjustments that may be made by the administrator.
Contributions and Purchases
The ESPP permits participants to purchase New Mondee Common Stock through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 8% of their eligible compensation (or, if less the $25,000 maximum per offering period), which includes a participant’s regular and recurring straight time gross earnings and other eligible compensation as defined in the ESPP. Subject to the eligibility requirements and dollar limits discussed above, a participant may purchase a maximum of $25,000 worth of shares of New Mondee Common Stock during each offering period. Subject to such limits, the administrator may increase or decrease, in its absolute discretion, the maximum number of shares of New Mondee Common Stock that a participant may purchase during future offering periods. Offering periods commence on a date determined by the administrator,
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and the administrator may, in its discretion, modify the terms of future purchase periods and offering periods, provided that no offering period may be longer than 27 months.
Amounts contributed and accumulated by the participant during any offering period are used to purchase shares of New Mondee Common Stock at the end of each offering period. The purchase price of the shares cannot be less than 85% of the lower of the fair market value of New Mondee Common Stock on the first trading day of the offering period or on the last trading day of the offering period.
Withdrawal and Termination of Participation
A participant may withdraw from the ESPP voluntarily at any time by filing a notice of withdrawal prior to the close of business on the date established by the administrator. A participant will be deemed to have elected to withdraw from the ESPP upon the termination of the participant’s employment for any reason or in the event the participant is no longer eligible to participate in the ESPP.
Restriction on Transfers
A participant may not transfer rights granted under the ESPP other than by will, the laws of descent and distribution or as otherwise provided under the ESPP.
Adjustments
In the event of certain changes in our capitalization, to prevent dilution or enlargement of the benefits or potential benefits available under the ESPP, the administrator will make adjustments, as it may deem equitable, to the number and class of shares that may be delivered, the applicable purchase price for shares, and/or the numerical share limits, pursuant to the ESPP.
Dissolution or Liquidation
In the event of our proposed liquidation or dissolution, any offering period then in progress will be shortened by setting a new exercise date, and will terminate immediately prior to such liquidation or dissolution unless otherwise determined by the administrator. The administrator will notify participants of the new exercise date in writing or electronically, at which time any participant’s purchase rights will be automatically exercised, unless the participant has earlier withdrawn from the offering period.
Certain Transactions
In the event of a merger, consolidation or similar transaction, an acquiring or successor corporation may assume or substitute each outstanding option. If the successor corporation refuses to assume or substitute for the outstanding option, the offering period then in progress will be shortened by setting a new exercise date. The administrator will notify each participant in writing or electronically that the exercise date has been changed and that the participant’s option will be exercised automatically on the new exercise date, unless the participant has already withdrawn from the offering period.
Foreign Participants
The administrator may provide special terms, establish supplements to, or amendments, restatements or alternative versions of the ESPP, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States.
Health, Welfare and Retirement Benefits
All of our current named executive officers are eligible to participate in our employee benefit plans, including our medical, dental and vision insurance plans, in each case on the same basis as all of our other employees in the applicable jurisdiction.
Non-Employee Director Compensation
We are in the process of entering into board services agreements with each of our non-employee directors. Under this agreement, we will pay each of our non-employee directors a cash retainer of $50,000 and 2,500 shares of New Mondee Common Stock in
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exchange for serving on the New Mondee Board. In addition, we will pay the chairs of each committee of the New Mondee Board an additional 2,500 shares of New Mondee Common Stock for their service. Our employee directors receive no additional compensation for serving on the New Mondee Board.
2021 Director Compensation Table
We did not pay or award any compensation to non-executive directors during the fiscal year ended December 31, 2021.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Unless otherwise indicated in the footnotes below, the following table sets forth information regarding the actual beneficial ownership of New Mondee Common Stock as of July 19, 2022 (the “Ownership Date”), and as adjusted to reflect the sale of the New Mondee Common Stock offered by us under this prospectus by:
| ● | each person who is known to us to own beneficially more than 5% of the Company’s Common Stock; |
| ● | each of our executive officers and directors; and |
| ● | all executive officers and directors as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty (60) days.
The amount of beneficial ownership for each individual or entity does not include shares of New Mondee Common Stock issuable upon exercise of (i) the warrants included in the units offered in ITHAX’s initial public offering or (ii) the private placement warrants. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all New Mondee Common Stock shown to be beneficially owned by them. Applicable percentages are based on [93,659,718] shares of New Mondee Common Stock issued and outstanding on the Ownership Date.
Name and Address of Beneficial Owner |
| Amount and |
| Percentage of | |
Directors and Executive Officers Post-Business Combination(1) | |||||
Prasad Gundumogula(2)(3) | 66,900,000 | (6) | 83.1 | % | |
Dan Figenshu | 119,600 | * | |||
Venkat Pasupuleti | — | — | |||
Jim Dullum | 112,000 | * | |||
Orestes Fintiklis(4) | 5,922,200 | 7.3 | % | ||
Asi Ginio | * | * | |||
Mona Aboelnaga Kanaan(5) | 19,000 | * | |||
Roopa Purushothaman | — | — | |||
Noor Sweid | — | — | |||
Pradeep Udhas | — | — | |||
All Executive Officers and Directors as a group (10 individuals) | 72,841,200 | 90.2 | % | ||
Greater than Five Percent Holders | |||||
ITHAX Acquisition Sponsor LLC(4) | 5,197,200 | 6.4 | % | ||
Dimitrios Athanasopoulos(4) | 5,922,200 | 7.3 | % | ||
Mondee Holdings LLC(2) | 60,800,000 | 75.5 | % |
*Less than 1%.
| (1) | Unless otherwise indicated, the business address of each of the individuals is 10800 Pecan Park Blvd., Suite 315, Austin, Texas 78750. |
| (2) | Prasad Gundumogula and his wife are the only directors of Mondee Holdings LLC. In addition, Mr. Gundumogula beneficially owns the requisite number of units of Mondee Holdings LLC required to approve transactions other than related party transactions between Mr. Gundumogula and Mondee Holdings LLC. As such, Mr. Gundumogula has voting and investment discretion with respect to the shares of New Mondee Common Stock held of record by the Mondee Holdings LLC and may be deemed to have shared beneficial ownership of the shares of New Mondee Common Stock held directly by Mondee Holdings LLC. |
| (3) | Includes up to 2,218,100 of shares of New Mondee Common Stock that may be transferred to Mondee, Inc. (a subsidiary of the Company) by Prasad Gundumogula in full or partial satisfaction of the Mondee Group Note, as amended. See “Unaudited Pro |
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| Forma Condensed Combined Financial Information” and the notes thereto included elsewhere in this prospectus and “Certain Relationships and Related Person Transactions — Mondee — Mondee Group Note.” |
| (4) | Includes (i) 5,662,200 held by Sponsor, of which 5,197,200 are Class B ordinary shares and 465,000 Class A ordinary shares underlying the private placement units issued in the private placement in connection with ITHAX’s initial public offering, (ii) 260,000 shares of New Mondee Common Stock that the Sponsor or its affiliates or designees purchased in the PIPE Financing and (iii) 232,500 private placement warrants held by the Sponsor, which will be exercisable for shares of New Mondee Common Stock commencing 30 days after the Closing of the Transactions, pursuant to the Amended and Restated Warrant Agreement. Ithaca Capital Partners 6 LLC, a Delaware limited liability company (“Ithaca Capital”), and GMDA Capital Opportunities Ltd, an entity organized under the laws of Cyprus (“GMDA”), are the managing members of the Sponsor. Each director has one vote, and the approval of a majority of the directors is required to approve any action of the Sponsor. Mr. Fintiklis is the sole director of Ithaca Capital. As such, Mr. Fintiklis has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. Mr. Fintiklis disclaims beneficial ownership of any ordinary shares other than to the extent he may have a pecuniary interest therein, directly or indirectly. Mr. Athanasopoulos, together with Antonios Achilleoudis, Georgios Linatsas, each of whom is a director of AXIA, and Alexandros Argyros are the shareholders of GMDA. As such, each of Messrs. Athanasopoulos, Achilleoudis, Linatsas and Argyros has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. Each of Messrs. Athanasopoulos, Achilleoudis, Linatsas and Argyros disclaims beneficial ownership of any ordinary shares other than to the extent he may have a pecuniary interest therein, directly or indirectly. |
| (5) | Consists of 19,000 shares of New Mondee Common Stock owned directly by Ms. Aboelnaga Kanaan’s spouse. As such, Ms. Aboelnaga Kanaan may be deemed to have shared beneficial ownership of such shares of New Mondee Common Stock owned directly by her spouse. Ms. Aboelnaga Kanaan disclaims beneficial ownership of any shares of New Mondee Common Stock other than to the extent she may have a pecuniary interest therein, directly or indirectly, by virtue of her inability to exercise voting or investment power over such shares of New Mondee Common Stock. |
| (6) | Includes up to 2,218,100 shares of New Mondee common stock that may be transferred to Mondee, Inc. (a subsidiary of the Company) by Prasad Gundumogula in full or partial satisfaction of the Mondee Group Note, as amended. See “Unaudited Pro Forma Condensed Combined Financial Information” and the notes thereto included elsewhere in this prospectus and “Certain Relationships and Related Person Transactions — Mondee — Mondee Group Note.” |
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SELLING SECURITYHOLDERS
This prospectus relates to the resale of up to (i) 81,681,600 shares of New Mondee Common Stock (including (a) 337,500 shares of New Mondee Common Stock that may be issued upon exercise of the private placement warrants, (b) 7,000,000 PIPE Shares, (c) 60,800,000 shares of New Mondee Common Stock issued to Mondee Holdings, LLC in connection with the Business Combination, (d) 6,500,000 shares of New Mondee Common Stock that will be held in escrow and vest over the four-year period following the closing of the Business Combination and (e) 331,600 shares of New Mondee Common Stock issued to certain members of management of Mondee Holdings, LLC) and (ii) up to 337,500 private placement warrants.
The Selling Securityholders may from time to time offer and sell any or all of the shares of New Mondee Common Stock and private placement warrants set forth below pursuant to this prospectus and any accompanying prospectus supplement. When we refer to the “Selling Securityholders” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of the Selling Securityholders’ interest in the New Mondee Common Stock or warrants other than through a public sale.
The following table sets forth, as of the date of this prospectus, the names of the Selling Securityholders, the aggregate number of shares of New Mondee Common Stock and number of private placement warrants held by each Selling Securityholder immediately prior any sale of the shares of New Mondee Common Stock or private placement warrants in this offering, the number of shares of New Mondee Common Stock and number of private placement warrants that may be sold by each Selling Securityholder under this prospectus the aggregate number of shares of New Mondee Common Stock and private placement warrants and that each Selling Securityholder will beneficially own after this offering.
We cannot advise you as to whether the Selling Securityholders will in fact sell any or all of such securities. In particular, the Selling Securityholders identified below may have sold, transferred or otherwise disposed of all or a portion of their securities after the date on which they provided us with information regarding their securities. Any changed or new information given to us by the Selling Securityholders, including regarding the identity of, and the securities held by, each Selling Securityholder, will be set forth in a prospectus supplement or amendments to the registration statement of which this prospectus is a part, if and when necessary.
Please see the section entitled “Plan of Distribution” for further information regarding the Selling Securityholders’ method of distributing these securities.
We have determined beneficial ownership in accordance with the rules and regulations of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on
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information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws.
Ordinary Shares | Warrants | |||||||||||||||||||
Beneficially Owned | Number | Beneficially Owned | Beneficially Owned | Number | Beneficially Owned | |||||||||||||||
Name |
| Number |
| Percent |
|
| Number |
| Percent |
| Number |
| Percent |
|
| Number |
| Percent | ||
ARCPE 1 LLC(1) | 500,000 | * | 500,000 | 0 | — | — | — | — | 0 | |||||||||||
Asset Recovery Management(2) | 100,000 | * | 100,000 | 0 | 0 | |||||||||||||||
Bobcat Private Holdings, LLC(3) | 2,000,000 | 1.77 | % | 2,000,000 | 0 | — | — | — | 0 | |||||||||||
Cantor Fitzgerald Securities(4) | 300,000 | * | 300,000 | 0 | — | 105,000 | * | 105,000 | 0 | |||||||||||
Celier Investments Inc.(5) | 50,000 | * | 50,000 | 0 | — | — | — | — | 0 | |||||||||||
Colby Trading Ltd.(6) | 50,000 | * | 50,000 | 0 | — | — | — | — | 0 | |||||||||||
Dan Figenshu(7) | 119,600 | * | 119,600 | 0 | — | — | — | — | 0 | |||||||||||
Daniel Ostersehlte(8) | 75,000 | * | 75,000 | 0 | — | — | — | — | 0 | |||||||||||
DH Deutsch Holdings Limited(9) | 400,000 | * | 400,000 | 0 | — | — | — | — | 0 | |||||||||||
Entertainment Benefits Group, LLC(10) | 150,000 | * | 150,000 | 0 | — | — | — | — | 0 | |||||||||||
Fly OCP LLC(11) | 625,000 | * | 625,000 | 0 | — | — | — | — | 0 | |||||||||||
Evgenia Tzannini(12) | 20,000 | * | 20,000 | 0 | — | — | — | — | 0 | |||||||||||
George Chryssikos(13) | 20,000 | * | 20,000 | 0 | — | — | — | — | 0 | |||||||||||
ITHAX Acquisition Sponsor CY Ltd(14) | 260,000 | * | 260,000 | 0 | — | 232,500 | 1.96 | % | — | 0 | ||||||||||
Kent Karpawich(15) | 100,000 | * | 100,000 | 0 | — | — | — | — | 0 | |||||||||||
Jim Dullum(16) | 112,000 | * | 112,000 | 0 | — | — | — | — | 0 | |||||||||||
Konstantinos Karamanis(17) | 50,000 | * | 50,000 | 0 | — | — | — | — | 0 | |||||||||||
Mondee Holdings, LLC(18) | 60,800,00 | 57.6 | % | 60,800,00 | 0 | — | — | — | — | 0 | ||||||||||
NH Credit Partners III Holdings L.P.(19) | 1,875,000 | 1.66 | % | 1,875,000 | 0 | — | — | — | — | 0 | ||||||||||
Nigel Kneafsey(20) | 150,000 | * | 150,000 | 0 | — | — | — | — | 0 | |||||||||||
Thrace Wind Investment IKE(21) | 50,000 | * | 50,000 | 0 | — | — | — | — | 0 | |||||||||||
Papaduck Investments Ltd(22) | 500,000 | * | 500,000 | 0 | — | — | — | — | 0 | |||||||||||
Prasad Gundumogula(23) | 66,900,000 | 83.1 | % | 66,900,000 | 0 | — | — | — | — | 0 | ||||||||||
Ryan Hetherington(24) | 25,000 | * | 25,000 | 0 | — | — | — | — | 0 | |||||||||||
TRUEMAGIC TRADING LIMITED(25) | 100,000 | * | 100,000 | 0 | — | — | — | 0 | ||||||||||||
All percentages equal to or less than 1% are represented by *
| (1) | The business address for ARCPE 1 LLC is 1900 Sunset Harbour Drive, Annex 2nd Floor, Miami, FL 33139. |
| (2) | The business address for Asset Recovery Management is 4050 LaGrande Princess, Suite 9-a, Christiansted, VI 00820, Attn: Daniel F. Coosemans. |
| (3) | The business address for Bobcat Private Holdings, LLC is 601 Lexington Avenue, 59th Fl., New York, NY 10022, Attn: Peter Berger. Toro Private Investments, L.P. is the sole member of Bobcat Private Holdings, LLC. Siris Partners IV (Cayman) GP, L.P. is the general partner of Toro Private Investments, L.P. Siris Partners IV (Cayman) GP, Ltd. is the general partner of Siris Partners IV (Cayman) GP, L.P. Siris Partners IV (Cayman) GP, Ltd. is controlled by its directors, Peter Berger, Frank Baker and Jeffrey Hendren. Each of such entities and Messrs. Berger, Baker and Hendren may be deemed to beneficially own the securities beneficially owned by Bobcat Private Holdings, LLC directly or indirectly controlled by it or him, but each (other than the Bobcat Private Holdings, LLC to the extent of its direct holdings) disclaims beneficial ownership of such securities. An affiliate of Bobcat Private Holdings, LLC is a party to a commercial agreement with a subsidiary of the Company. |
| (4) | Consists of (i) 300,000 shares purchased in the Subscription Agreement dated December 20, 2021 and (ii) 105,000 private warrants issued pursuant to the Private Placement Units Purchase Agreement dated January 27, 2021. The business address of Cantor Fitzgerald Securities is 110 East 59th Street, New York, NY 10022. Howard W. Lutnick, through indirect beneficial ownership of the general partners of Cantor Fitzgerald Securities, may be deemed to have voting and investment control over the shares. Mr. Lutnick disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
| (5) | The business address for Celier Investments is c/o 4, Possidonos Avenue 176 74 Kallithea, Athens, Greece, Attn: Sofia Ralli. |
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| (6) | The business address for Colby Trading Ltd. is 4 Messogiou Thalassis & Evropis, Maroussi, Athens, GR 15124, Attn: Aristeidis J. Pittas. |
| (7) | The business address for Dan Figenshu is 10800 Pecan Park Blvd., Suite 315, Austin, TX 78750. |
| (8) | The business address for Daniel Ostersehlte is 125 South 1st Street, Number 4, Brooklyn, NY 11249. |
| (9) | The business address for DH Deutsch Holdings Limited is Eftapaton Court, 256 Makarios Avenue, Limassol, CY 3105, Attn: Dimitris Ioannidis. |
| (10) | The business address for Entertainment Benefits Group, LLC is 19495 Biscayne Boulevard, Suite 300, Aventura, FL 33180, Attn: Brett Reizen. |
| (11) | Consists of 500,000 shares purchased in the Subscription Agreement dated December 20, 2021, and (ii) 125,000 Earn-Out Shares issued in connection with the Business Combination The business address for Fly OCP LLC is c/o Origami Capital Partners, LLC, 191 N. Wacker Drive, Suite 2350, Chicago, IL 60606, Attn: Jeffrey Young. |
| (12) | The business address for Evgenia Tzannini is Miaouli 18, Athens 14561, Greece. |
| (13) | The business address for George Chryssikos is IRAS 8b, 14671 Nea Erythraia, Athens, GR. |
| (14) | The business address for ITHAX Acquisition Sponsor CY Ltd is 10 Giannou Kranidioti, Nice Day House, 1st Floor, Nicosia 1065 Attn: Notis Papageorgiou. |
| (15) | The business address for Kent Karpawich is 34 West San Marino Drive, Miami Beach, FL 33139. |
| (16) | The business address for Jim Dullum is 10800 Pecan Park Blvd., Suite 315, Austin, TX 78750. |
| (17) | The business address for Konstantinos Karamanis is Markou Botsari 30, Filothei 15237, Athens, GR. |
| (18) | Consists of 60,800,000 shares of New Mondee Common Stock issued to Mondee Holdings, LLC as Merger Consideration. The business address for Mondee Holdings, LLC is 10800 Pecan Park BLVD, Suite 315, Austin, TX 78750. |
| (19) | Consists of 1,500,000 shares purchased in the Subscription Agreement dated December 20, 2021, and (ii) 375,000 Earn-Out Shares issued in connection with the Business Combination. Prasad Gundumogula and his wife are the only directors of Mondee Holdings, LLC. In addition, Mr. Gundumogula beneficially owns the requisite number of units of Mondee Holdings, LLC required to approve transactions other than related party transactions between Mr. Gundumogula and Mondee Holdings LLC. As such, Mr. Gundumogula has voting and investment discretion with respect to the shares of New Mondee Common Stock held of record by the Mondee Holdings LLC and may be deemed to have shared beneficial ownership of the shares of New Mondee Common Stock held directly by Mondee Holdings, LLC. The business address for NH Credit Partners III Holdings L.P. is 1585 Broadway, 39th Floor, New York, NY 10036. |
| (20) | The business address for Nigel Kneafsey is 500 West Dilido Drive, Miami Beach, FL 33139. |
| (21) | The business address for Thrace Wind Investments IKE is Ηρακλείτου αρ.14-16 Τ.Κ.: 152 38 Χαλάνδρι. |
| (22) | The business address for Papaduck Investments Ltd. is 48 Themistokli Dervi Avenue, Athienitis Centennial Building, 7 Floor, Office 703, P.C. 1066, Nicosia, CY, Attn: Marios Alexandrou. |
| (23) | Consists of (i) 100,000 Management Shares issued in connection with the Business Combination, (ii) 100,000 shares purchased in the Subscription Agreement dated December 20, 2021 and (iii) 6,000,000 Earn-Out Shares in connection with the Business Combination. The business address for Prasad Gundumogula is 10800 Pecan Park Blvd., Suite 315, Austin, TX 78750. |
| (24) | The business address for Ryan Hetherington is 2924 2nd Street, Santa Monice, CA 90405. |
| (25) | The business address for TRUEMAGIC TRADING LIMITED is 6 Ioanni Stylianou, Second Floor, Flat 202, Nicosia, CY 2003, Attn: Illiada Filaretou. |
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DESCRIPTION OF SECURITIES
The following description of New Mondee’s capital stock is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this section, you should refer to the Certificate of Incorporation, the Bylaws, the Warrant Agreement, and the Registration Rights Agreement, which are included as exhibits to the registration statement of which this prospectus is a part, and to the applicable provisions of Delaware law.
Authorized Capitalization
General
The total amount of New Mondee’s authorized share capital consists of 750,000,000 shares of New Mondee Common Stock and 250,000,000 shares of New Mondee Preferred Stock. We have approximately [93,659,718 shares of New Mondee Common Stock outstanding.]
The following summary describes all material provisions of New Mondee’s capital stock. You should read the Proposed Charter and the Proposed Bylaws.
Common Stock
Voting rights. Each holder of New Mondee Common Stock will be entitled to one (1) vote for each share of New Mondee Common Stock held of record by such holder on all matters voted upon by New Mondee stockholders, provided, however, that, except as otherwise required in the Certificate of Incorporation or by applicable law, the holders of New Mondee Common Stock will not be entitled to vote on any amendment to the Proposed Charter that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of New Mondee Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation (including any certificate of designation relating to any series of New Mondee Preferred Stock) or pursuant to the DGCL.
Dividend rights. Subject to the rights of the holders of New Mondee Preferred Stock and any other provisions of the Certificate of Incorporation, as it may be amended from time to time, holders of New Mondee Common Stock will be entitled to receive such dividends and other distributions in cash, stock or property of New Mondee when, as and if declared thereon by the New Mondee Board, in its discretion, from time to time out of assets or funds of New Mondee legally available therefor. See “— Preferred Stock,” below for more information regarding the dividend rights of the holders of New Mondee Preferred Stock.
Rights upon liquidation. Subject to the rights of holders of New Mondee Preferred Stock, in the event of any liquidation, dissolution or winding up of its affairs, whether voluntary or involuntary, after payment or provision for payment of our debts and any other payments required by law and amounts payable upon shares of New Mondee Preferred Stock ranking senior to the shares of New Mondee Common Stock upon such dissolution, liquidation or winding up, if any, our remaining net assets will be distributed to the holders of New Mondee Common Stock and the holders of any other class or series of capital stock ranking equally with the New Mondee Common Stock upon such dissolution, liquidation or winding up, equally on a per share basis.
Transfer Rights. Subject to applicable law and the transfer restrictions set forth in Article VII of the Proposed Bylaws, shares of New Mondee Common Stock and the rights and obligations associated therewith shall be fully transferable to any transferee.
Other rights. There are no redemption or sinking fund provisions applicable to the New Mondee Common Stock. The rights, preferences and privileges of holders of the New Mondee Common Stock will be subject to those of the holders of the New Mondee Preferred Stock that we may issue in the future.
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Preferred Stock
The Board has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the DGCL. The issuance of New Mondee Preferred Stock could have the effect of decreasing the trading price of New Mondee Common Stock, restricting dividends on the capital stock of New Mondee, diluting the voting power of the New Mondee Common Stock, impairing the liquidation rights of the capital stock of New Mondee, or delaying or preventing a change in control of New Mondee.
Election of Directors and Vacancies
Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of Directors of the Board shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board, but shall initially consist of seven Directors, which shall be divided into three (3) classes, designated Class I, II and III, respectively. The Board is authorized to assign Members of the Board already in office to such classes at the time the classification becomes effective.
Under the Bylaws, at all meetings of Stockholders called for the election of Directors, a plurality of the votes properly cast will be sufficient to elect such Directors to the Board.
Except as the DGCL may otherwise require and subject to the rights, if any, of the holders of any series of New Mondee Preferred Stock, in the interim between annual meetings of Stockholders or special meetings of Stockholders called for the election of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, newly created directorships and any vacancies on the Board, including unfilled vacancies resulting from the removal of Directors, may be filled only by the affirmative vote of a majority of the remaining Directors then in office, although less than a quorum, or by the sole remaining Director. All Directors will hold office until the expiration of their respective terms of office and until their successors will have been elected and qualified. A Director elected or appointed to fill a vacancy resulting from the death, resignation or removal of a Director or a newly created Directorship will serve for the remainder of the full term of the class of Directors in which the new Directorship was created or the vacancy occurred and until his or her successor will have been elected and qualified.
Subject to the rights, if any, of the holders of any series of New Mondee Preferred Stock, any Director may be removed from office only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of voting stock (as defined below) of New Mondee then entitled to vote generally in the election of Directors, voting together as a single class. In case the New Mondee Board or any one or more Directors should be so removed, new Directors may be elected at the same time for the unexpired portion of the full term of the Director or Directors so removed only by the affirmative vote of a majority of the Directors then in office, even though less than a quorum of the Board, or by a sole remaining Director, and not by the Stockholders, unless the Board determines by resolution that any such vacancies or newly created Directorships shall be filled by Stockholders.
In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the Directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by New Mondee, subject, nevertheless, to the provisions of the DGCL, the Certificate of Incorporation and to any Bylaws adopted and in effect from time to time; provided, however, that no bylaw so adopted will invalidate any prior act of the Directors which would have been valid if such bylaw had not been adopted.
Notwithstanding the foregoing provisions, any Director elected pursuant to the right, if any, of the holders of New Mondee Preferred Stock to elect additional Directors under specified circumstances will serve for such term or terms and pursuant to such other provisions as specified in the relevant Certificate of Designations related to the New Mondee Preferred Stock.
Quorum; Voting
The holders of a majority of the voting power of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the Stockholders for the transaction of business except as otherwise required by law or provided by the Certificate of Incorporation. If, however, such quorum will not be present or represented at any meeting of the Stockholders, the Chairperson or holders of a majority of the voting power present in person or represented by proxy, will have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a
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quorum will be present or represented. At such adjourned meeting at which a quorum will be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting will be given to each Stockholder entitled to vote at such adjourned meeting. If after the adjournment a new record date for determination of Stockholders entitled to vote is fixed for the adjourned meeting, the New Mondee Board shall fix as the record date for determining Stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each Stockholder of record as of the record date so fixed for notice of such adjourned meeting. The Stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum.
Except as otherwise provided by statute or by applicable stock exchange rules, or by the Certificate of Incorporation or the Bylaws, in all matters other than the election of Directors, the affirmative vote of the majority of the voting power of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the subject matter will be the act of the Stockholders. Except as otherwise provided by statute, the Certificate of Incorporation or the Bylaws, Directors will be elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the election of Directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or the Bylaws, a majority of the voting power of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, will constitute a quorum entitled to take action with respect to that vote on that matter. Except where otherwise provided by statute or by Certificate of Incorporation or the Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the voting power of the outstanding shares of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting will be the act of such class or classes or series.
Delaware Anti-Takeover Statute
Section 203 of the DGCL provides that if a person acquires 15% or more of the voting stock of a Delaware corporation, such person becomes an “interested stockholder” and may not engage in certain “business combinations” with the corporation for a period of three years from the time such person acquired 15% or more of the corporation’s voting stock, unless:
| 1. | the board of directors approves the acquisition of stock or the merger transaction before the time that the person becomes an interested stockholder; |
| 2. | the interested stockholder owns at least 85% of the outstanding voting stock of the corporation at the time the merger transaction commences (excluding voting stock owned by directors who are also officers and certain employee stock plans); or |
| 3. | the merger transaction is approved by the board of directors and at a meeting of stockholders, not by written consent, by the affirmative vote of 2/3 of the outstanding voting stock which is not owned by the interested stockholder. A Delaware corporation may elect in its certificate of incorporation or bylaws not to be governed by this particular Delaware law. |
Under the Certificate of Incorporation, New Mondee opted out of Section 203 of the DGCL and therefore is not subject to Section 203. However, the Proposed Charter contains similar provisions providing that New Mondee may not engage in certain “business combinations” with any “interested stockholder” for a three- year period following the time that the stockholder became an interested stockholder, unless:
| ● | prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
| ● | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or |
| ● | at or subsequent to that time, the business combination is approved by the Board and by the affirmative vote of holders of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder. |
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Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock.
Under certain circumstances, DGCL 203 would make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring our company to negotiate in advance with the Board because the heightened stockholder approval requirement would be avoided if the Board approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in the Board and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.
Our Certificate of Incorporation provides that any person whose ownership of shares in excess of the 15% limitation set forth therein is the result of any action taken solely by the Company (provided, that such person shall be an “interested stockholder” if thereafter such person acquires additional shares of voting stock of ServiceMax, except as a result of further corporate actions not caused by such person) does not constitute “interested stockholders” for purposes of this provision.
Authorized but Unissued Capital Stock
Delaware law does not require Stockholder approval for any issuance of authorized shares. However, the listing requirements of the Nasdaq, which would apply if and so long as our Common Stock (or units or warrants) remains listed on the Nasdaq, require Stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of our Common Stock. Additional shares that may be issued in the future may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.
One of the effects of the existence of unissued and unreserved common stock may be to enable the Board to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise and thereby protect the continuity of management and possibly deprive Stockholders of opportunities to sell their shares of our Common Stock at prices higher than prevailing market prices.
Special Meeting, Action by Written Consent and Advance Notice Requirements for Stockholder Proposals
Unless otherwise required by law, and subject to the rights, if any, of the holders of any series of Preferred Stock, extraordinary general meetings of the Stockholders, for any purpose or purposes, may be called only (i) by a majority of the Board or (ii) at any time when no annual meeting has been held for a period of thirteen (13) months after the Company’s last annual meeting, a extraordinary general meeting in lieu thereof may be held, and such extraordinary general meeting shall have, for the purposes of the Bylaws or otherwise, all the force and effect of an annual meeting. Unless otherwise required by law, written notice of a extraordinary general meeting of stockholders, stating the time, place and purpose or purposes thereof, shall be given to each Stockholder entitled to vote at such meeting, not less than ten (10) or more than sixty (60) days before the date fixed for the meeting. Business transacted at any extraordinary general meeting of Stockholders will be limited to the purposes stated in the notice.
The Bylaws also provide that unless otherwise restricted by the Certificate of Incorporation or the Bylaws, any action required or permitted to be taken at any meeting of the Board or of any Committee thereof may be taken without a meeting, if all Members of the Board or of such Committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or Committee.
In addition, the Bylaws require advance notice procedures for Stockholder proposals to be brought before an annual meeting of the Stockholders, including the nomination of Directors. Stockholders at an annual meeting may only consider the proposals specified in the notice of meeting or brought before the meeting by or at the direction of the Board, or by a Stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered a timely written notice in proper form to the Company’s Secretary, of the Stockholder’s intention to bring such business before the meeting.
These provisions could have the effect of delaying until the next Stockholder meeting any Stockholder actions, even if they are favored by the holders of a majority of our outstanding voting securities.
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Amendment to Certificate of Incorporation and Bylaws
The DGCL provides generally that the affirmative vote of a majority of the outstanding stock entitled to vote on amendments to a corporation’s Certificate of Incorporation or bylaws is required to approve such amendment, unless a corporation’s Certificate of Incorporation or bylaws, as the case may be, requires a greater percentage.
Our Certificate of Incorporation provides however, in addition to the votes required by law, the following provisions therein may be amended, altered, repealed or rescinded only by the affirmative of the holders of at least a majority of the total voting power of all of the then outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class.
| ● | the provisions regarding the preferred stock of the Company; |
| ● | the provisions regarding the management of the Company, and the size of the Board, the election and removal of directors to the Board; |
| ● | the provisions regarding the prohibition on action by the Stockholders by written consent in lieu of a meeting, which parties may call a extraordinary general meeting of the Stockholders, the manner for notice of a special meeting of the Stockholders, and the business to be brought before the extraordinary general meeting; |
| ● | the provisions regarding the limited liability of directors of the Company; and |
| ● | the provisions regarding exclusive forums for certain actions. |
The Bylaws may be amended or repealed (A) by the affirmative vote of a majority of the entire Board then in office, without the assent or vote of any Stockholder (subject to any bylaw requiring the affirmative vote of a larger percentage of the members of the Board) or (B) without the approval of the Board, by the affirmative vote of the holders of any class or series of stock of the Company required by law or by the Certificate of Incorporation, such action by Stockholders requiring the affirmative vote of the holders of at least sixty-six and two-thirds percent (662/3%) of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of Directors, voting together as a single class.
Limitations on Liability and Indemnification of Officers and Directors
The Certificate of Incorporation limits the liability of the Directors of the Company to the fullest extent permitted by law, and both the Certificate of Incorporation and the Bylaws provide that we will indemnify them to the fullest extent permitted by such law. We have entered into agreements to indemnify our Directors, Executive Officers and other employees as determined by the Board. Under the terms of such indemnification agreements, we will be required to indemnify each of our Directors and Officers, to the fullest extent permitted by applicable law. We will indemnify our Officers and Directors against all reasonable fees, expenses, charges and other costs of any type or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing a right to indemnification under the indemnification agreement. The indemnification agreements will also require the Company, if so requested, to advance within a specified number of days of such request, all reasonable fees, expenses, charges and other costs that any of our Directors incur, provided that such Director will return any such advance if it is ultimately determined that such Director is not entitled to indemnification by us. Any claims for indemnification by our Directors and Officers may reduce our available funds to satisfy successful third-party claims against it and may reduce the amount of money available to it.
Exclusive Forum of Certain Actions
The Certificate of Incorporation requires, to the fullest extent permitted by law, unless we consent in writing to the selection of an alternative forum, that derivative actions brought in the name of the Company, actions against current or former Directors, Officers, employees, agents or Stockholders for breach of fiduciary duty, actions arising pursuant to any provision of the DGCL or the Certificate of Incorporation or the Bylaws, actions to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the Bylaws, actions asserting a claim against the Company or any current or former Director, Officer, employee, agent or Stockholder arising pursuant to any provision of the DGCL or the Certificate of Incorporation or the Bylaws or as to which the DGCL confers jurisdiction on the Delaware Court of Chancery, and actions asserting a claim against the Company or any current
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or former Director, Officer, employee, agent or Stockholder governed by the internal affairs doctrine of the law of the State of Delaware may be brought only in the Court of Chancery in the State of Delaware (or, if such court lacks subject matter jurisdiction, another state or federal court located within the State of Delaware); provided, however, that the foregoing shall not apply to any suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act, or any other claim for which the federal courts of the United States of America have exclusive jurisdiction. Unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complain asserting a cause of action arising under the Securities Act or the Exchange Act. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.
Conflicts of Interest
Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its Officers, Directors or Stockholders. Our Certificate of Incorporation, to the fullest extent permitted by law, renounces any interest or expectancy that we have in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to our Directors or their respective affiliates, other than those Directors or affiliates who are our employees or if such corporate opportunity was offered to any non-employee Director (including any non-employee Director who serves as an Officer of the Company) expressly solely in his or her capacity as a Director or Officer of the Company. Our Certificate of Incorporation provides that, to the fullest extent permitted by law, none of the non-employee directors or their respective affiliates will have any duty to refrain from (i) engaging in a corporate opportunity in the same or similar business activities or lines of business in which we or any of our affiliates has historically engaged, now engages or proposes to engage or (ii) otherwise competing with us or our affiliates. In addition, to the fullest extent permitted by law, in the event that any non-employee director or his or her affiliates acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and for us or our affiliates, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and they may take any such opportunity for themselves or offer it to another person or entity. To the fullest extent permitted by law, no business opportunity will be deemed to be a potential corporate opportunity for us unless we are financially or legally able or contractually permitted to undertake such opportunity, the opportunity, by its nature, would be in the line of our business or is of some practical advantage to us, and we have some interest or reasonable expectancy in such opportunity.
Warrants
New Mondee Public Warrants
Each whole warrant entitles the registered holder to purchase one share of New Mondee Common Stock at a price of $11.50 per whole share, subject to adjustment as discussed below, 30 days after the completion of ITHAX’s initial business combination, except as discussed in the immediately succeeding paragraph. Pursuant to the Amended and Restated Warrant Agreement, a warrant holder may exercise its warrants only for a whole number of shares of New Mondee Common Stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We will not be obligated to deliver any shares of New Mondee Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of New Mondee Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the satisfaction of certain obligations described below with respect to registration, or a valid exemption from registration is available. No public warrant will be exercisable for cash or on a cashless basis and New Mondee will not be obligated to issue any shares of New Mondee Common Stock upon exercise of a warrant, unless the share of New Mondee Common Stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will New Mondee be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of New Mondee Common Stock underlying such unit.
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This Registration Statement covers the offer and sale of the shares of New Mondee Common Stock issuable upon exercise of the warrants, and we will use our best efforts to maintain the effectiveness of this Registration Statement and a current prospectus relating to those shares of New Mondee Common Stock until the warrants expire or are redeemed, as specified in the Amended and Restated Warrant Agreement; provided that if shares of New Mondee Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, wemay, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Once the warrants become exercisable, we may call the Warrants for redemption (except as described herein with respect to the private placement warrants):
| ● | in whole and not in part; |
| ● | at a price of $0.01 per Warrant; |
| ● | upon not less than 30 days’ prior written notice of redemption, to each warrant holder; and |
| ● | if, the reported last sale price of the shares of New Mondee Common Stock equal or exceed $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date New Mondee sends to the notice of redemption to the warrant holders. |
If and when the warrants become redeemable by us, we may not exercise its redemption right if the issuance of shares of New Mondee Common Stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use its best efforts to register or qualify such shares under the blue sky laws of the state of residence in those states in which the warrants were offered.
We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the shares of New Mondee Common Stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.
If we call the warrants for redemption as described above, its management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are issued and outstanding and the dilutive effect on New Mondee Shareholders of issuing the maximum number of shares of New Mondee Common Stock issuable upon the exercise of its warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of New Mondee Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of New Mondee Common Stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the New Mondee Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of New Mondee Common Stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believes this feature is an attractive option if it does not need the cash from the exercise of the warrants after the Business Combination. If we call our warrants for redemption and its management does not take advantage of this option, the Sponsor and its permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.
A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
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affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of shares of New Mondee Common Stock issued and outstanding immediately after giving effect to such exercise.
If the number of issued and outstanding shares of New Mondee Common Stock is increased by a capitalization payable in shares of New Mondee Common Stock, or by a stock split of shares of New Mondee Common Stock or other similar event, then, on the effective date of such capitalization, stock split or similar event, the number of shares New Mondee Common Stock issuable on exercise of each warrant will be increased in proportion to such increase in the issued and outstanding shares New Mondee Common Stock. A rights offering to holders of shares New Mondee Common Stock entitling holders to purchase shares of New Mondee Common Stock at a price less than the fair market value will be deemed a capitalization of a number of shares of New Mondee Common Stock equal to the product of (i) the number of shares of New Mondee Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of New Mondee Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of New Mondee Common Stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for shares of New Mondee Common Stock, in determining the price payable for shares of New Mondee Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of shares of New Mondee Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of New Mondee Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if we, at any time while the warrants are issued and outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of shares of New Mondee Common Stock on account of such shares of New Mondee Common Stock (or other shares of capital stock into which the warrants are convertible), other than (a) as described above or (b) certain ordinary cash dividends of not greater than $0.10 per share per annum (subject to adjustment), then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each shares of New Mondee Common Stock in respect of such event.
If the number of issued and outstanding shares of New Mondee Common Stock is decreased by a consolidation, combination or reclassification of shares of New Mondee Common Stock or other similar event, then, on the effective date of such consolidation, combination, reclassification or similar event, the number of shares of New Mondee Common Stock issuable on exercise of each warrant will be decreased in proportion to such decrease in issued and outstanding shares of New Mondee Common Stock.
Whenever the number of shares of New Mondee Common Stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of New Mondee Common Stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of New Mondee Common Stock so purchasable immediately thereafter.
In case of any reclassification or reorganization of the issued and outstanding shares of New Mondee Common Stock (other than those described above or that solely affects the par value of such shares of New Mondee Common Stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of New Mondee Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of shares of New Mondee Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and
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outstanding shares of New Mondee Common Stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the shares of New Mondee Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of shares of New Mondee Common Stock in such a transaction is payable in the form of shares of New Mondee Common Stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within 30 days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the per share consideration minus Black- Scholes Warrant Value (as defined in the warrant agreement) of the warrant.
The warrants representing the right to purchase shares of New Mondee Common Stock will be issued in registered form under the Amended and Restated Warrant Agreement between Continental, as warrant agent, and New Mondee. You should review a copy of the Amended and Restated Warrant Agreement, which will be filed as an exhibit to this Registration Statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to these warrants. The Amended and Restated Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then issued and outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.
The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to New Mondee, for the number of warrants being exercised. The warrant holders neither have the rights or privileges of holders of shares of New Mondee Common Stock nor any voting rights until they exercise their warrants and receive shares of New Mondee Common Stock. After the issuance of shares of New Mondee Common Stock upon exercise of the warrants, each holder will be entitled to one vote for each share of New Mondee Common Stock held of record on all matters to be voted on by stockholders.
In addition, if (x) ITHAX issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the Closing of the Transactions at a Newly Issued Price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the ITHAX Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any of the Class B ordinary shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the volume weighted average trading price of shares of New Mondee Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Business Combination is consummated (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Warrants may be exercised only for a whole number of shares of New Mondee Common Stock. No fractional shares of commons stock will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share of New Mondee Common Stock, New Mondee will, upon exercise, round down to the nearest whole number the number of shares of New Mondee Common Stock to be issued to the warrant holder. If, at the time of redemption, the warrants are exercisable for a security other than the shares of New Mondee Common Stock pursuant to the Amended and Restated Warrant Agreement, the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the shares of New Mondee Common Stock, we (or surviving company) will use our best efforts to register under the Securities Act the security issuable upon the exercise of the warrants.
Private placement warrants
The private placement warrants (including the shares of New Mondee Common Stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial business combination (except pursuant to limited exceptions, to New Mondee officers and directors and other persons or entities affiliated with
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the initial purchasers of the private placement units) and they will not be redeemable by New Mondee and will be exercisable on a cashless basis so long as they are held by the initial purchasers or their respective permitted transferees. If the private placement warrants are held by holders other than the initial purchasers or their respective permitted transferees, the private placement warrants will be redeemable by New Mondee and exercisable by the holders on the same basis as the warrants included in the units sold in ITHAX’s initial public offering. Any amendment to the terms of the private placement warrants or any provision of the Amended and Restated Warrant Agreement with respect to the private placement warrants will require a vote of holders of at least 50% of the number of the then outstanding private placement warrants.
If the initial purchasers, or their respective permitted transferees, of the private placement units elect to exercise the private placement warrants on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of New Mondee Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of New Mondee Common Stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of New Mondee Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the initial purchasers and their respective permitted transferees is because it is not known at this time whether such initial purchasers will be affiliated with New Mondee following the Business Combination. If such initial purchasers remain affiliated with New Mondee, their ability to sell New Mondee securities in the open market will be significantly limited. New Mondee anticipates that it will have policies in place that prohibit insiders from selling its securities except during specific periods. Even during such periods when insiders will be permitted to sell New Mondee securities, an insider cannot trade in New Mondee securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares of New Mondee Common Stock received upon such exercise freely in the open market to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the initial purchasers and their respective permitted transferees to exercise such warrants on a cashless basis is appropriate.
Private placement units
Purchasers of the private placement units received one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. The price of each private placement unit was $10.00. In connection with the Domestication, each issued and outstanding private placement unit of ITHAX was cancelled and each holder shall be entitled to one share of New Mondee Common Stock and one-half of one warrant, with each whole warrant representing the right to purchase one share of New Mondee Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Amended and Restated Warrant Agreement.
Transfer Agent and Warrant Agent
The transfer agent for New Mondee Common Stock and warrant agent for our public warrants is Continental.
Listing of Common Stock
The shares of New Mondee Common Stock and Warrants are listed on Nasdaq under the symbols “MOND” and “MONDW,” respectively.
Rule 144
A person who has beneficially owned restricted shares of New Mondee Common Stock or Warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially owned restricted shares of New Mondee Common Stock or restricted Warrants for at least six months but who are our affiliates at the time of, or any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period a number of securities that does not exceed the greater of:
| ● | 1% of the then outstanding equity shares of the same class; and |
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| ● | the average weekly trading volume of New Mondee Common Stock or Warrants, as applicable, during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC. |
Sales our affiliates under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
| ● | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
| ● | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
| ● | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
| ● | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
While we were formed as a shell company, as a result of the Business Combination, we are no loinger a shell company, and so, once the conditions set forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of the above noted restricted securities.
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of certain material U.S. federal income tax consequences of the purchase, ownership and disposition of New Mondee Common Stock and the purchase, ownership, disposition, exercise and lapse of the New Mondee Private Warrants. This discussion is limited to holders who hold New Mondee Common Stock or New Mondee Private Warrants as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment).
This discussion is based on the provisions of the Code, final, temporary and proposed U.S. Treasury regulations promulgated thereunder, administrative rulings and pronouncements and judicial decisions, all as of the date hereof, and all of which are subject to change, possibly with retroactive effect. There is no assurance that a change in law (including, but not limited to, proposed legislation) will not significantly alter the tax considerations described in this summary. No ruling has been requested or will be obtained from the IRS with respect to the statements made and the conclusions reached in the following summary. There can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.
This discussion does not address any tax laws other than the U.S. federal income tax laws, such as U.S. federal gift or estate laws, state, local or non-U.S. tax laws. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s circumstances. This discussion does not address the Medicare tax on net investment income, the alternative minimum tax, or special tax accounting rules under Section 451(b) of the Code, In addition, this discussion does not address all U.S. federal income tax consequences to holders that are subject to special rules, including, without limitation:
| ● | banks or other financial institutions; |
| ● | tax-exempt entities; |
| ● | insurance companies; |
| ● | Brokers, dealers or traders in securities; |
| ● | persons that are subject to the mark-to-market method of accounting rules for U.S. federal income tax; |
| ● | partnerships or other pass-through entities or arrangements for U.S. federal income tax purposes or holders of interests therein; |
| ● | regulated investment companies, mutual funds or real estate investment trusts; |
| ● | “controlled foreign corporations” or “passive foreign investment companies;” |
| ● | persons that acquired New Mondee Common Stock or New Mondee Private Warrants through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan; |
| ● | U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; |
| ● | former citizens or long-term residents of the United States; |
| ● | persons that hold New Mondee Common Stock or Private Warrants as a part of a straddle, hedge, integrated transaction or similar transaction; |
| ● | persons that directly, indirectly or constructively own 5 percent or more (by vote or value) of New Mondee Common Stock; or |
| ● | persons deemed to sell New Mondee Common Stock or New Mondee Private Warrants under the constructive sale provisions of the Code. |
If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds New Mondee Common Stock or New Mondee Private Warrants, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership and certain determinations made at the partner level. If you are a partnership or a partner of a partnership holding New Mondee Common Stock or New Mondee Private Warrants, you are urged to
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consult your tax advisor regarding the tax consequences of the acquisition, ownership and disposition of New Mondee Common Stock and the purchase, ownership, disposition, exercise and lapse of the New Mondee Private Warrants.
IF YOU ARE CONSIDERING THE PURCHASE OF NEW MONDEE COMMON STOCK OR NEW MONDEE PRIVATE WARRANTS, YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO YOU OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NEW MONDEE COMMON STOCK OR THE PURCHASE, OWNERSHIP, DISPOSITION, EXERCISE AND LAPSE OF NEW MONDEE PRIVATE WARRANTS, AS APPLICABLE, AS WELL AS THE CONSEQUENCES TO YOU ARISING UNDER OTHER U.S. FEDERAL TAX LAWS AND STATE, LOCAL AND NON-U.S. TAX LAWS, INCLUDING ANY POTENTIAL CHANGES IN TAX LAWS.
U.S. Holders
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of New Mondee Common Stock or New Mondee Private Warrants, that is, for U.S. federal income tax purposes:
| ● | an individual who is a citizen or resident of the United States; |
| ● | a corporation (or other entity treated as a corporation) that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
| ● | an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
| ● | a trust (i) the administration of which is subject to the primary supervision of a U.S. court and that has one or more “United States persons” within the meaning of Section 7701(a)(30) of the Code who have the authority to control all substantial decisions of the trust or (ii) that has made a valid election under applicable U.S. Treasury regulations to be treated as a United States person. |
Taxation of Distributions
If New Mondee makes a distribution in cash or other property to U.S. Holders of New Mondee Common Stock, such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid out of New Mondee’s current or accumulated earnings and profits as determined under U.S. federal income tax principles. Distributions in excess of such current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its New Mondee Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of its New Mondee Common Stock and will be treated as described under “U.S. Holders — Gain or Loss on Sale, Exchange or Other Taxable Disposition of New Mondee Common Stock or New Mondee Private Warrants” below.
Dividends made to a U.S. Holder that is treated as a corporation for U.S. federal income tax purposes generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends made to a non-corporate U.S. Holder may constitute “qualified dividend income” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. If the applicable holding period requirements are not satisfied, then a corporation may not be able to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount, and non-corporate U.S. Holders may be subject to tax on such dividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income.
Possible Constructive Distributions
The terms of each New Mondee Private Warrant provide for an adjustment to the number of shares of New Mondee Common Stock for which the New Mondee Private Warrant may be exercised or to the exercise price of the New Mondee Private Warrant in certain events, as discussed in this prospectus under “Description of Securities — New Mondee Private Warrants.” An adjustment that has the effect of preventing dilution generally is not a taxable event. Nevertheless, a U.S. Holder of New Mondee Private Warrants would be treated as receiving a constructive distribution from New Mondee if, for example, the adjustment increases the holder’s proportionate interest in New Mondee’s assets or earnings and profits (e.g., through an increase in the number of shares of New Mondee Common Stock that would be obtained upon exercise or through a decrease in the exercise price of the New Mondee Private
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Warrant) as a result of a distribution of cash or other property, such as other securities, to the holders of New Mondee Common Stock, or as a result of the issuance of a stock dividend to holders of New Mondee Common Stock, in each case which is taxable to such U.S. Holders as described under “ U.S. Holders — Taxation of Distributions” above. Such constructive distribution would be subject to tax as described under that section in the same manner as if such U.S. Holder received a cash distribution from New Mondee equal to the fair market value of such increased interest without any corresponding receipt of cash.
Gain or Loss on Sale, Exchange or Other Taxable Disposition of New Mondee Common Stock or New Mondee Private Warrants
Upon a sale or other taxable disposition of New Mondee Common Stock or New Mondee Private Warrants, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in such New Mondee Common Stock or New Mondee Private Warrants. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for its New Mondee Common Stock or New Mondee Private Warrants so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.
Generally, the amount of gain or loss recognized by a U.S. Holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its New Mondee Common Stock or New Mondee Private Warrants so disposed of. A U.S. Holder’s adjusted tax basis in its New Mondee Common Stock generally will equal the U.S. Holder’s acquisition cost (or, in the case of New Mondee Common Stock received upon exercise of a New Mondee Private Warrant, the U.S. Holder’s initial basis for such New Mondee Common Stock, as discussed below under “U.S. Holders — Exercise or Lapse or Redemption of a Private Warrant”), less any prior distributions with respect to such New Mondee Common Stock treated as a return of capital. A U.S. Holder’s adjusted tax basis in its New Mondee Private Warrants generally will equal the U.S. Holder’s acquisition cost, increased by the amount of any constructive distributions included in income by such U.S. Holder, as described above under “U.S. Holders — Possible Constructive Distributions.”
Exercise or Lapse of a New Mondee Private Warrant
Except as discussed below with respect to the cashless exercise of a New Mondee Private Warrant, a U.S. Holder will not recognize gain or loss upon the exercise of a New Mondee Private Warrant. The U.S. Holder’s tax basis in the share of New Mondee Common Stock received upon exercise of the Private Warrant generally will be an amount equal to the sum of the U.S. Holder’s adjusted tax basis in the New Mondee Private Warrant and the exercise price of such Private Warrant. It is unclear whether a U.S. Holder’s holding period for the New Mondee Common Stock received upon exercise of the New Mondee Private Warrant would commence on the date of exercise of the New Mondee Private Warrant or the day following the date of exercise of the New Mondee Private Warrant; however, in either case the holding period will not include the period during which the U.S. Holder held the New Mondee Private Warrant. If a New Mondee Private Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such Holder’s tax basis in the New Mondee Private Warrant. The deductibility of capital losses is subject to certain limitations.
The tax consequences of a cashless exercise of a New Mondee Private Warrant are not clear under current tax law. A cashless exercise may be tax-free, either because the exercise is not a realization event or because the exercise is treated as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code. In either case, a U.S. Holder’s tax basis in the New Mondee Common Stock received generally would equal the Holder’s tax basis in the New Mondee Private Warrant exercised. If a cashless exercise is not treated as a realization event, it is unclear whether a U.S. Holder’s holding period for the New Mondee Common Stock would commence on the date of exercise of the New Mondee Private Warrant or the following day. If, however, a cashless exercise is treated as a recapitalization, the holding period of the New Mondee Common Stock would include the holding period of the New Mondee Private Warrant.
It is also possible that a cashless exercise could be treated as a taxable exchange, in which case a U.S. Holder could be deemed to have surrendered a number of New Mondee Private Warrants having an aggregate fair market value equal to the aggregate exercise price of the total number of New Mondee Private Warrants being exercised. The U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the New Mondee Private Warrants deemed surrendered and the U.S. Holder’s tax basis in such New Mondee Private Warrants. Such gain or loss would be long-term or short-term depending on the U.S. Holder’s holding period in the New Mondee Private Warrants deemed surrendered. In this case, a U.S. Holder’s tax basis in the New Mondee Common Stock received would equal the sum of the U.S. Holder’s adjusted tax basis in the New Mondee Private Warrants exercised and the exercise price of such New Mondee Private Warrants. It is unclear whether a U.S. Holder’s holding period
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for the New Mondee Common Stock would commence on the date of exercise of the New Mondee Private Warrant or the day following the date of exercise of the New Mondee Private Warrant.
Because of the absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a U.S. Holder’s holding period would commence with respect to the New Mondee Common Stock received, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the tax consequences of a cashless exercise.
Information Reporting and Backup Withholding
In general, information reporting requirements may apply to distributions paid or deemed paid to a U.S. Holder and to the proceeds of the sale or other disposition of New Mondee Common Stock or New Mondee Private Warrants, unless the U.S. Holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. Holder fails to provide a taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn).
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability and may entitle such Holder to a refund, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding the application of information reporting and backup withholding to them.
Non-U.S. Holders
A “Non-U.S. Holder” is a beneficial owner of New Mondee Common Stock or New Mondee Private Warrants that (i) is, for U.S. federal income tax purposes, an individual, corporation (or other entity treated as a corporation), estate or trust and (ii) is not a U.S. Holder.
Taxation of Distributions
In general, any distributions made to a Non-U.S. Holder with respect to New Mondee Common Stock, to the extent paid out of New Mondee’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (or, if required by an applicable income tax treaty, attributable to a U.S. permanent establishment or fixed base maintained by such Non-U.S. Holder in the United States), New Mondee or the applicable withholding agent will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable).
Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of New Mondee Common Stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the New Mondee Common Stock, which will be treated as described under “Non-U.S. Holders – Gain on Sale, Exchange or Other Taxable Disposition of New Mondee Common Stock or New Mondee Private Warrants” below.
Dividends paid to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and, if a tax treaty applies, are attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States) will not be subject to U.S. withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such effectively connected dividends generally will be subject to regular U.S. federal income tax as if the Non-U.S. Holder were a U.S. resident. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower applicable treaty rate).
Possible Constructive Distributions
The terms of each New Mondee Private Warrant provide for an adjustment to the number of shares of New Mondee Common Stock for which the New Mondee Private Warrant may be exercised or to the exercise price of the New Mondee Private Warrant in
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certain events, as discussed in this prospectus under “Description of Securities — Warrants.” An adjustment which has the effect of preventing dilution generally is not a taxable event. Nevertheless, a Non-U.S. Holder of New Mondee Private Warrants would be treated as receiving a constructive distribution from New Mondee if, for example, the adjustment increases the holder’s proportionate interest in New Mondee’s assets or earnings and profits (e.g., through an increase in the number of shares of New Mondee Common Stock that would be obtained upon exercise or through a decrease in the exercise price of the New Mondee Private Warrants, including as a result of a distribution of cash or other property, such as securities, to the holders of New Mondee Common Stock, or as a result of the issuance of a stock dividend to holders of New Mondee Common Stock, in each case which is taxable to such Non-U.S. Holders as described under “Non-U.S. Holders — Taxation of Distributions” above. A Non-U.S. Holder would be subject to U.S. federal income tax withholding under that section in the same manner as if such Non-U.S. Holder received a cash distribution from New Mondee equal to the fair market value of such increased interest without any corresponding receipt of cash. This withholding tax will be imposed, even though there is no corresponding cash distribution, and a withholding agent may fund the withholding taxes from other assets of the applicable holder that are in its custody.
Gain on Sale, Exchange or Other Taxable Disposition of New Mondee Common Stock or New Mondee Private Warrants
Subject to the discussions below regarding backup withholding and FATCA, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain realized upon the sale or other taxable disposition of New Mondee Common Stock or Private Warrants unless:
| ● | the gain is effectively connected with the Non-U.S. Holder’s conduct of a U.S. trade or business (and, if an applicable income tax treaty so requires, the gain is attributable to a permanent establishment or fixed base maintained by the holder in the United States); |
| ● | the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which such disposition occurs and certain other conditions are met; or |
| ● | New Mondee is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of such disposition or the period that the Non-U.S. Holder held New Mondee Common Stock and, in the case where shares of New Mondee Common Stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of New Mondee Common Stock or more than 5% of the total fair market value of New Mondee Warrants (provided such Warrants are considered to be regularly traded) at any time within the shorter of the five-year period preceding such disposition or such Non-U.S. Holder’s holding period for the shares of New Mondee Common Stock or the New Mondee Warrants, as applicable. There can be no assurance that New Mondee Common Stock or the New Mondee Warrants will be treated as regularly traded on an established securities market for this purpose. It is unclear how the rules for determining the 5% threshold for this purpose would be applied with respect to New Mondee Common Stock or the New Mondee Warrants, including how a Non-U.S. Holder’s ownership of New Mondee Warrants impacts the 5% threshold determination with respect to New Mondee Common Stock and to what extent that New Mondee Private Warrants are factored in to the 5% threshold determination with respect to the New Mondee Warrants. In addition, special rules may apply in the case of a disposition of New Mondee Private Warrants if New Mondee Common Stock is considered to be regularly traded but New Mondee Private Warrants are not considered to be regularly traded. |
Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. Any gains described in the first bullet point above of a corporate Non-U.S. Holder may also be subject to an additional “branch profits tax” at a 30% rate (or a lower applicable income tax treaty rate). If the second bullet point applies to a Non-U.S. Holder, such Non-U.S. Holder will be subject to U.S. tax on such Non-U.S. Holder’s net capital gain for such year (including any gain realized in connection with the redemption) at a tax rate of 30%.
If the third bullet point above applies to a Non-U.S. Holder, gain recognized by such Non-U.S. Holder will be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such disposition. New Mondee will be classified as a “United States real property holding corporation” if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. New Mondee does not expect to be classified as a “United States real property holding corporation.”
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However, such determination is factual in nature and subject to change and no assurance can be provided as to whether New Mondee would be treated as a “United States real property holding corporation” in any future year.
Exercise or Lapse of a New Mondee Private Warrant
The characterization for U.S. federal income tax purposes of the exercise or lapse of a Non-U.S. Holder’s New Mondee Private Warrant generally will correspond to the characterization described under “U.S. Holders — Exercise or Lapse of a New Mondee Private Warrant” above, although to the extent a cashless exercise or redemption results in a taxable exchange, the tax consequences to the Non-U.S. Holder would be similar to those described above in “Non-U.S. Holders — Gain on Sale, Exchange or Other Taxable Disposition of New Mondee Common Stock or New Mondee Private Warrants.”
Information Reporting and Backup Withholding
Information returns will generally be filed with the IRS in connection with payments of distributions and the proceeds from a sale or other disposition of New Mondee Common Stock or New Mondee Private Warrants. A Non-U.S. Holder may have to comply with certification procedures to establish that it is not a United States person in order to avoid such information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid backup withholding as well. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder may be allowed as a credit against such Non-U.S. Holder’s U.S. federal income tax liability and may entitle such Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.
Foreign Account Tax Compliance Act
Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as “FATCA”) generally impose withholding of 30% on payments of dividends (including constructive dividends) on New Mondee Common Stock or New Mondee Private Warrants to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied by, or an exemption applies to, the payee (typically certified as to by the delivery of a properly completed IRS Form W-8BEN or W-8BEN-E).
Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such withholding taxes, and a Non-U.S. Holder might be required to file a U.S. federal income tax return to claim such refunds or credits. Withholding under FATCA was scheduled to apply to payments of gross proceeds from the sale or other disposition of property that produces U.S.-source interest or dividends beginning on January 1, 2019, but the IRS has released proposed regulations that, if finalized in their proposed form, would generally not apply these withholding requirements to gross proceeds. Such proposed regulations also delayed withholding on certain other payments received from other foreign financial institutions that are allocable, as provided for under final Treasury Regulations, to payments of U.S.-source dividends, and other fixed or determinable annual or periodic income. Although these proposed Treasury Regulations are not final, taxpayers generally may rely on them until final Treasury Regulations are issued.
Non-U.S. Holders should consult their tax advisors regarding the effects of FATCA on their ownership and disposition of New Mondee Common Stock or New Mondee Private Warrants.
THE PRECEDING DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NEW MONDEE COMMON STOCK OR THE PURCHASE, OWNERSHIP, DISPOSITION, EXERCISE AND LAPSE OF NEW MONDEE PRIVATE WARRANTS.
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PLAN OF DISTRIBUTION
We are registering the issuance by us of up to 12,412,500 shares of New Mondee Common Stock that may be issued upon exercise of the Warrants. We are also registering the resale by the Selling Securityholders or their permitted transferees of (i) up to 81,681,600 shares of New Mondee Common Stock (including (a) 337,500 shares of New Mondee Common Stock that may be issued upon exercise of the private placement warrants, (b) 7,000,000 PIPE Shares, (c) 60,800,000 shares of New Mondee Common Stock issued to Mondee Holdings, LLC in connection with the Business Combination, (d) 6,500,000 shares of New Mondee Common Stock that will be held in escrow and vest over the four-year period following the closing of the Business Combination and (e) 331,600 shares of New Mondee Common Stock issued to certain members of management of Mondee Holdings, LLC) and (ii) up to 337,500 private placement warrants.
We will not receive any of the proceeds from the sale of the securities offered by this prospectus. We will receive up to an aggregate of approximately $142.7 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. The aggregate proceeds to the Selling Securityholders from the sale of the securities will be the purchase price of the securities less any discounts and commissions. We will not pay any brokers’ or underwriters’ discounts and commissions in connection with the registration and sale of the securities covered by this prospectus. The Selling Securityholders reserve the right to accept and, together with their respective agents, to reject, any proposed purchases of securities to be made directly or through agents.
The securities offered by this prospectus may be sold from time to time to purchasers:
| ● | directly by the Selling Securityholders; |
| ● | through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions from the Selling Securityholders or the purchasers of the securities; or |
| ● | through a combination of any of these methods of sale. |
Any underwriters, broker-dealers or agents who participate in the sale or distribution of the securities may be deemed to be “underwriters” within the meaning of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealer or agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters are subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the Securities Act and the Exchange Act. We will make copies of this prospectus available to the Selling Securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. To our knowledge, there are currently no plans, arrangements or understandings between the Selling Securityholders and any underwriter, broker-dealer or agent regarding the sale of the securities by the Selling Securityholders.
The securities may be sold in one or more transactions at:
| ● | fixed prices; |
| ● | prevailing market prices at the time of sale; |
| ● | prices related to such prevailing market prices; |
| ● | varying prices determined at the time of sale; or |
| ● | negotiated prices. |
These sales may be effected in one or more transactions:
| ● | through one or more underwritten offerings on a firm commitment or best efforts basis; |
| ● | settlement of short sales entered into after the date of this prospectus; |
| ● | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share; |
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| ● | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
| ● | in privately negotiated transactions; |
| ● | in options or other hedging transactions, whether through an options exchange or otherwise; |
| ● | in distributions to members, limited partners or stockholders of Selling Securityholders; |
| ● | on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, including Nasdaq; |
| ● | in the over-the-counter market; |
| ● | in transactions otherwise than on such exchanges or services or in the over-the-counter market; |
| ● | any other method permitted by applicable law; or |
| ● | through any combination of the foregoing. |
These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.
In connection with distributions of the securities or otherwise, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the securities in the course of hedging transactions, broker-dealers or other financial institutions may engage in short sales of the securities in the course of hedging the positions they assume with Selling Securityholders. The Selling Securityholders may also sell the securities short and redeliver the securities to close out such short positions. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of the securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Securityholders may also pledge the securities to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution, may effect sales of the pledged securities pursuant to this prospectus (as supplemented or amended to reflect such transaction).
A Selling Securityholder may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell the securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by any Selling Securityholder or borrowed from any Selling Securityholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from any Selling Securityholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, any Selling Securityholder may otherwise loan or pledge the securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
At the time a particular offering of the securities is made, a prospectus supplement, if required, will be distributed, which will set forth the name of the Selling Securityholders, the aggregate amount of securities being offered and the terms of the offering, including, to the extent required, (1) the name or names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms constituting compensation from the Selling Securityholders and (3) any discounts, commissions or concessions allowed or reallowed to be paid to broker-dealers. We may suspend the sale of securities by the Selling Securityholders pursuant to this prospectus for certain periods of time for certain reasons, including if the prospectus is required to be supplemented or amended to include additional material information.
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The Selling Securityholders also may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus. Upon being notified by a Selling Securityholder that a donee, pledgee, transferee, other successor-in-interest intends to sell our securities, we will, to the extent required, promptly file a supplement to this prospectus to name specifically such person as a Selling Securityholder.
The Selling Securityholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or other transfer. There can be no assurance that the Selling Securityholders will sell any or all of the securities under this prospectus. Further, we cannot assure you that the Selling Securityholders will not transfer, distribute, devise or gift the securities by other means not described in this prospectus. In addition, any securities covered by this prospectus that qualify for sale under Rule 144 of the Securities Act may be sold under Rule 144 rather than under this prospectus. The securities may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the securities may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification is available and complied with.
The Selling Securityholders may, from time to time, pledge or grant a security interest in some shares of the securities owned by them and, if a Selling Securityholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell such shares of the securities, from time to time, under this prospectus, or under an amendment or supplement to this prospectus amending the list of the Selling Securityholders to include the pledgee, transferee or other successors in interest as the Selling Securityholders under this prospectus. The Selling Securityholders also may transfer shares of the securities in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The Selling Securityholders may, from time to time, pledge or grant a security interest in some shares of the securities owned by them and, if a Selling Securityholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell such shares of the securities, from time to time, under this prospectus, or under an amendment or supplement to this prospectus amending the list of the Selling Securityholders to include the pledgee, transferee or other successors in interest as the Selling Securityholders under this prospectus. The Selling Securityholders also may transfer shares of the securities in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
A Selling Securityholder that is an entity may elect to make an in-kind distribution of the securities to its members, partners or shareholders pursuant to this prospectus by delivering a prospectus. To the extent that such members, partners or shareholders are not affiliates of ours, such members, partners or stockholders would thereby receive freely tradable shares of the securities pursuant to the distribution through this prospectus.
For additional information regarding expenses of registration, see the section titled “Use of Proceeds” appearing elsewhere in this prospectus.
We have agreed with the Selling Securityholders to keep the registration statement of which this prospectus constitutes a part effective until such time as all of the securities covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or such securities have been withdrawn or, in the case of the PIPE Shares other than those that are held by Selling Securityholders party to the Registration Rights Agreement, until three years from the effective date of this registration statement.
137
LEGAL MATTERS
Reed Smith LLP will pass upon the validity of the securities offered hereby and certain other legal matters related to this prospectus.
EXPERTS
The consolidated financial statements of ITHAX Acquisition Corp. as of December 31, 2021 and December 31, 2020, for the year ended December 31, 2021 and for the period from October 2, 2020 (inception) through December 31, 2020 appearing in this prospectus have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report, appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Mondee Holdings II, Inc. as of December 31, 2021 and December 31, 2020 and for the years then ended appearing in this prospectus and Registration Statement have been audited by KNAV P.A., an independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered by this prospectus. This prospectus constitutes only a part of the registration statement. Some items are contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our securities, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or document referred to are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements and other information about issuers, like us, that file electronically with the SEC. We also maintain a website at https://www.mondee.com. We make available, free of charge, on our investor relations website at https://www.mondee.com/investors, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC. Information contained on our website is not a part of or incorporated by reference into this prospectus and the inclusion of our website and investor relations website addresses in this prospectus is an inactive textual reference only.
138
INDEX TO FINANCIAL STATEMENTS
Page | |
Condensed Consolidated Financial Statements of ITHAX Acquisition Corp. | |
Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021 | F-2 |
F-3 | |
F-4 | |
F-5 | |
Notes to the Condensed Consolidated Financial Statements (Unaudited) | F-6 |
Audited Consolidated Financial Statements of ITHAX Acquisition Corp | |
F-23 | |
Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020 | F-24 |
F-25 | |
F-26 | |
F-27 | |
F-28 | |
Condensed Consolidated Financial Statements of Mondee Holdings II, Inc. and Subsidiaries | |
Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 2021 | F-44 |
F-45 | |
F-46 | |
F-47 | |
F-48 | |
Notes to Condensed Consolidated Financial Statements (Unaudited) | F-49 |
Audited Consolidated Financial Statements of Mondee Holdings II, Inc. | |
F-62 | |
Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020 | F-63 |
F-64 | |
F-65 | |
F-66 | |
F-67 | |
F-68 |
F-1
ITHAX ACQUISITION CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, |
| December 31, | |||
2022 | 2021 | |||||
ASSETS | ||||||
Current assets | ||||||
Cash | $ | |
| $ | | |
Prepaid expenses |
| |
|
| | |
Total Current Assets | |
|
| | ||
Cash and marketable securities held in Trust Account | |
|
| | ||
TOTAL ASSETS | $ | |
| $ | | |
LIABILITIES AND SHAREHOLDERS’ DEFICIT |
|
|
|
| ||
Current liabilities | ||||||
Accounts payable and accrued expenses | $ | |
| $ | | |
Total Current Liabilities | | | ||||
Deferred legal fee | | — | ||||
Deferred printer fee | | — | ||||
Deferred underwriting fee payable |
| | | |||
Warrant liabilities |
| | | |||
TOTAL LIABILITIES |
| |
|
| | |
Commitments and Contingencies |
|
|
|
| ||
Class A ordinary shares subject to possible redemption; | |
|
| | ||
Shareholders’ Deficit |
|
|
|
| ||
Preference shares, $ |
| — |
| — | ||
Class A ordinary shares, $ |
| |
|
| | |
Class B ordinary shares, $ |
| |
|
| | |
Additional paid-in capital |
| — |
|
| — | |
Accumulated deficit |
| ( |
|
| ( | |
Total Shareholders’ Deficit |
| ( |
|
| ( | |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | |
| $ | | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
F-2
ITHAX ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended | ||||||
March 31, | ||||||
| 2022 |
| 2021 | |||
Formation and operational costs | $ | | $ | | ||
Loss from operations | ( | ( | ||||
Other income (loss): | ||||||
Interest earned on marketable securities held in Trust Account | | | ||||
Unrealized gain on marketable securities held in Trust Account | — | | ||||
Transaction costs allocated to warrant liabilities | — | ( | ||||
Change in fair value of warrant liabilities | | | ||||
Other income, net | | | ||||
Net income | $ | | $ | | ||
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption |
| |
| | ||
Basic and diluted income per share, Class A ordinary shares subject to possible redemption | | | ||||
Weighted average shares outstanding of Non-redeemable ordinary shares |
| |
| | ||
Basic and diluted net income per share, Non-redeemable ordinary shares | | | ||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
F-3
ITHAX ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2022
Class A | Class B | Additional | Total | ||||||||||||||||
Ordinary Shares | Ordinary Shares | Paid-in | Accumulated | Shareholders’ | |||||||||||||||
| Shares |
| Amount |
| Shares |
| Earnings |
| Capital |
| Deficit |
| Deficit | ||||||
Balance – January 1, 2022 | | $ | | | $ | | $ | |
| $ | ( |
| $ | ( | |||||
Subsequent measurement of Class A ordinary shares to redemption amount | — | — | — | — | |
|
| ( |
|
| ( | ||||||||
Net income |
| — |
| — | — | — |
| |
|
| |
|
| | |||||
Balance – March 31, 2022 |
| | $ | | | $ | | $ | |
| $ | ( |
| $ | ( | ||||
THREE MONTHS ENDED MARCH 31, 2021
Class A | Class B | Additional | Total | ||||||||||||||||
Ordinary Shares | Ordinary Shares | Paid-in | Accumulated | Shareholders’ | |||||||||||||||
| Shares |
| Amount |
| Shares |
| Earnings |
| Capital |
| Deficit |
| Equity (Deficit) | ||||||
Balance – January 1, 2021 | — | $ | — | | $ | | $ | | $ | ( | $ | | |||||||
Sale of | | | — | — | | — | | ||||||||||||
Subsequent measurement of Class A ordinary shares to redemption amount | — | — | — | — | ( | ( | ( | ||||||||||||
Net income |
| — |
| — | — | — |
| — |
| |
| | |||||||
Balance – March 31, 2021 |
| | $ | | | $ | | $ | — | $ | ( | $ | ( | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
F-4
ITHAX ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Three Months Ended | |||||
March 31, | ||||||
2022 | 2021 | |||||
Cash Flows from Operating Activities: | ||||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
| ||
Interest earned on marketable securities held in Trust Account | ( | ( | ||||
Unrealized gain on marketable securities held in Trust Account | — | ( | ||||
Change in fair value of warrant liabilities | ( | ( | ||||
Transaction costs allocated to warrant liabilities | — | | ||||
Changes in operating assets and liabilities: |
|
|
| |||
Prepaid expenses | ( | ( | ||||
Accrued expenses | ( | | ||||
Deferred printer fee | | — | ||||
Deferred legal fee | | — | ||||
Net cash used in operating activities |
| ( |
| ( | ||
Cash Flows from Investing Activities: | ||||||
Investment of cash into trust Account | — | ( | ||||
Net cash used in investing activities | — | ( | ||||
Cash Flows from Financing Activities: |
|
|
|
| ||
Proceeds from initial public offering, net of underwriting discounts paid | — | | ||||
Proceeds from sale of Private Placements Units | — | | ||||
Proceeds from promissory note – related party |
| — |
| | ||
Repayment of convertible promissory note – related party |
| — |
| ( | ||
Payment of offering costs |
| — |
| ( | ||
Net cash provided by financing activities |
| — | | |||
Net Change in Cash |
| ( |
| | ||
Cash – Beginning |
| |
| | ||
Cash – Ending | $ | | $ | | ||
Non-cash investing and financing activities: |
|
|
|
| ||
Offering costs included in accrued offering costs | $ | — | $ | | ||
Subsequent measurement of Class A ordinary shares to redemption amount | $ | | $ | | ||
Deferred underwriting fee payable | $ | — | $ | | ||
Initial classification of warrant liabilities | $ | — | $ | | ||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
F-5
ITHAX ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
ITHAX Acquisition Corp.is a blank check company incorporated as a Cayman Islands exempted company on October 2, 2020, and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
ITHAX Acquisition Corp. has two wholly owned subsidiaries which were formed on December 9, 2021, ITHAX Merger Sub I, LLC (“Merger Sub I”), a Delaware limited liability company, and ITHAX Merger Sub II, LLC (“Merger Sub II”), a Delaware limited liability company. ITHAX Acquisition Corp. and its subsidiaries are collectively referred to as “the Company.”
The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of March 31, 2022, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and proceeding to complete the Business Combination, which is described in Note 6. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below) and recognizes changes in the fair value of warrant liabilities as other income (loss).
The registration statement for the Company’s Initial Public Offering became effective on January 27, 2021. On February 1, 2021, the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of
Transaction costs amounted to $
Following the closing of the Initial Public Offering on February 1, 2021, an amount of $
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least
F-6
of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
The Company will provide the holders of its issued and outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination (initially $
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $
Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of
The Sponsor and the Company’s officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares, Private Placement Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem
The Company will have until February 1, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $
F-7
The Sponsor and the Company’s officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s officers or directors acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $
Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Going Concern Assessment
As of March 31, 2022, the Company had cash of $
F-8
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements — Going Concern,” the date for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as a going concern through February 1, 2023, (the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date). Management’s plan to alleviate the substantial doubt is to complete a business combination prior to February 1, 2023. The Company entered into a definitive Business Combination Agreement on December 20, 2021 (as defined below in Note 6) and is in the process of completing this Business Combination. Management has assessed the likelihood of whether it will be able to carry out its plan to complete this business combination prior to February 1, 2023. Management believes, as it is contractual, the business combination will occur prior to the termination date set forth in the Business Combination Agreement of July 3, 2022, which is before the date of the mandatory liquidation date. As such, based on these factors and other considerations, Management believes that its plan alleviates the substantial doubt raised by the date for mandatory liquidation described above.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 10, 2022. The accompanying condensed consolidated balance sheet as of December 31, 2021 has been derived from our audited consolidated financial statements included in the aforementioned Form 10-K. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
F-9
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities when the warrants are not publicly traded. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021.
Cash and Marketable Securities Held in Trust Account
At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in mutual funds which are invested primarily in U.S. Treasury Securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. Unrealized gains and losses on marketable securities held in Trust Account are included in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the subsequent measurement of the initial book value to redemption amount. Subsequent measurement to the carrying value of redeemable Class A ordinary shares is due to interest income and unrealized gains or losses on the marketable securities held in the Trust Account. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
F-10
At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheets are reconciled in the following table:
Gross proceeds |
| $ | |
Less: | |||
Proceeds allocated to Public Warrants |
| ( | |
Class A ordinary shares issuance costs |
| ( | |
Plus: | |||
Subsequent measurement of carrying value to redemption value | | ||
Class A ordinary shares subject to possible redemption – December 31, 2021 | | ||
Plus: | |||
Subsequent measurement of carrying value to redemption value |
| | |
Class A ordinary shares subject to possible redemption – March 31, 2022 | $ |
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Accordingly, offering costs totaling $
Warrant Liabilities
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. There are no changes in this assessment as of March 31, 2022.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and are remeasured at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed consolidated statements of operations.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed consolidated financial statements and prescribes a recognition threshold and measurement process for condensed consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
F-11
ITHAX Acquisition Corp. is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. The Company’s United States subsidiaries had no activity for the three months ended March 31, 2022 and 2021 and the Company has deemed any income tax obligations to be immaterial.
Net Income (Loss) per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.
The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase
The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except share amounts):
Three Months Ended | ||||||||||||
| Three Months Ended | March 31, 2021 | ||||||||||
March 31, 2022 | (As Restated) | |||||||||||
Redeemable |
| Non-Redeemable |
| Redeemable |
| Non-Redeemable | ||||||
Basic and diluted net income per ordinary share | ||||||||||||
Numerator: | ||||||||||||
Allocation of net income | $ | | $ | | $ | | $ | | ||||
Denominator: | ||||||||||||
Basic and diluted weighted average shares outstanding | | | | | ||||||||
Basic and diluted net income per ordinary share | | | | | ||||||||
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9).
Recently Issued Accounting Standards
In August 2020, the FASB issued Accounting Standards Update No.2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company early adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.
F-12
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, including the exercise by the underwriters of their over-allotment option, the Sponsor and Cantor purchased an aggregate of
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On October 6, 2020, the Sponsor paid an aggregate of $
F-13
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A)
The sale or transfers of the Founders Shares to members of the Company’s the board of directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of March 31, 2022, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized.
Administrative Services Agreement
The Company entered into an agreement, commencing January 27, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $
Promissory Note — Related Party
On October 6, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $
F-14
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration and Shareholder Rights
Pursuant to a registration rights agreement entered into on January 27, 2021 (the “IPO Registration Rights Agreement”), the holders of the Founder Shares (and any Class A ordinary shares issued upon conversion of the Founder Shares), Private Placement Units (and the underlying securities), and units (and the underlying securities) that may be issued on conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to
Underwriting Agreement
The underwriters are entitled to a deferred fee of (i)
Business Combination Agreement
On December 20, 2021, the Company entered into a Business Combination Agreement with Mondee Holdings II, Inc., Delaware corporation and a travel technology company (“Mondee”). The Business Combination Agreement was entered into by and among ITHAX Acquisition Corp., Merger Sub I, Merger Sub II and Mondee. Pursuant to the Business Combination Agreement, the Company will become a Delaware corporation (the “Domestication”) and the parties will enter into a business combination transaction (together with the Domestication, the “Business Combination”) by which (i) Merger Sub I will merge with and into Mondee, with Mondee being the surviving entity in the merger (the “First Merger”), and (ii) immediately following the First Merger, Mondee will merge with and into Merger Sub II, with Merger Sub II being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions” and the closing of the Transactions, the “Closing”). As a result of the Domestication (i) each outstanding Class A ordinary share of the Company, par value $
Registration Rights Agreement
The Business Combination Agreement contemplates that, at the Closing, the Company, the Sponsor, Mondee and the sole stockholder of Mondee (the “Sole Stockholder”) and the other parties thereto will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which Ithax will agree to register for resale certain shares of its Class A Common Stock that are held by the parties thereto from time to time.
Additionally and pursuant to the Registration Rights Agreement, the holders of any shares of Class A Common Stock (the “Lock-Up Shares”) issued to the Sponsor prior to the Closing or to the Sole Stockholder in connection with the Business Combination Agreement, or to the Members (as defined below) in connection with the Earn-out Agreement (as defined below), may not transfer any Lock-Up Shares during the period beginning on the date of Closing and ending on the date that is the earlier of (A)
F-15
after the Closing, (B) the date on which the closing price of the Class A Common Stock equals or exceeds $
Subscription Agreements
Concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase in a private placement
On April 21, 2022, the Company entered into a PIPE Subscription Agreement with an additional investor (the “Additional Investor”), whereby the Additional Investor has committed to purchase in a private placement
Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor and Mondee. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed, among other things, subject to the terms and conditions of the Sponsor Support Agreement, (i) to vote all of its Class A Shares and Class B Shares and any other equity securities of the Company that Sponsor acquired record or beneficial ownership of after the date of the Sponsor Support Agreement and prior to the Closing, other than the shares of Class A Common Stock acquired by the Sponsor pursuant to the Private Placements (collectively, the “Subject SPAC Equity Securities”) (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Transactions (b) against any action, agreement, or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company, Merger Sub I or Merger Sub II under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated, (ii) not to redeem, elect to redeem or tender or submit any of its Subject SPAC Equity Securities for redemption in connection with the BCA or the Transactions, (iii) not to commit or agree to take any action inconsistent with the foregoing. (iv) to comply with and fully perform all of its obligations, covenants and agreements set forth in the Voting Letter Agreement (as defined therein), (v) not to modify or amend any agreement, contract or arrangement between or among Sponsor and any Affiliate of such Sponsor (other than SPAC or any of its Subsidiaries), on the one hand, and SPAC or any of its subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof.
In addition, the Sponsor has agreed that if Mondee waives in writing the condition set forth in Section 7.03(e) of the Business Combination, requiring the amount of cash held by the Company to be equal to at least $
F-16
prior to the First Merger and without any further action on its part, forfeit and surrender or cause the forfeiture and surrender to the Company for no consideration,
The Sponsor Support Agreement also includes, among other things, a waiver by the Sponsor of its redemption rights and anti-dilution protection as set forth in Article 36.5 of the Company’s amended and restated memorandum and articles of association.
The Sponsor Support Agreement will automatically terminate upon the earlier of (a) the Closing and (b) the termination of the Business Combination Agreement in accordance with its terms.
Stockholder Support Agreement
Concurrently with the execution of the Business Combination Agreement, the Company entered into a support agreement (the “Stockholder Support Agreement”) with the Sole Stockholder pursuant to which the Sole Stockholder has, among other things, agreed to vote (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Mergers and the other Transactions and (b) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated. The Stockholder Support Agreement will terminate upon the earlier of (a) the First Merger becomes effective and (b) the termination of the Business Combination Agreement in accordance with its terms.
Earn-out Agreement
Concurrently with the execution of the Business Combination Agreement, the Company entered into an earn-out agreement (the “Earn-out Agreement”) with certain signatories thereto (the “Members”), pursuant to which the Company has agreed, among other things that in connection with and upon the First Merger, the Company will issue to the Members up to
The Earn-out Agreement will terminate if the Business Combination Agreement is validly terminated in accordance with its terms prior to the Closing.
Vendor Agreements
On October 4, 2021, the Company entered into an agreement with a vendor for placement agency services in connection with the PIPE and customary capital market advisement services related to the pending Business Combination. The agreement calls for the vendor to receive a contingent fee equal to
On October 4, 2021, the Company entered into an agreement with a vendor for fund-raising services in connection with the PIPE and capital markets advisory services related to the pending Business Combination. The agreement calls for the vendor to receive a contingent fee equal to $
On December 15, 2021, the Company entered into an agreement with a vendor for capital market advisement services related to the Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $
On January 24, 2022, the Company entered into an agreement with a vendor for capital markets advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $
On February 1, 2022, the Company entered into an agreement with a vendor for capital markets advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $
As of December 31, 2021 the Company entered into an agreement with a vendor for an insurance policy, which the vendor will only receive insurance run-off premium in the amount of approximately $
F-17
Combination. As of March 31, 2022, approximately $
As of March 31, 2022, the Company incurred legal fees of approximately $
Legal Proceedings
In connection with the pending Business Combination, one purported stockholder has sent a demand letter. No amount of damages is stated in the demand letter. The Company believes that the threatened lawsuit is without merit and, if filed, the Company intends to defend the matters vigorously. The Company is currently unable to reasonably determine the outcome of any potential litigation or estimate any potential losses, and, as such, have not recorded a loss contingency. There is no other material litigation, arbitration or governmental proceedings currently pending against the Company or any members of its management team in their capacity as such.
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares — The Company is authorized to issue
Class A Ordinary Shares — The Company is authorized to issue
Class B Ordinary Shares — The Company is authorized to issue
Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustments.
NOTE 8. WARRANTS
As of March 31, 2022 and December 31, 2021, there were
Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable
F-18
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.
The Company has agreed that as soon as practicable, but in no event later than
Once the warrants become exercisable, the Company may redeem the Public Warrants:
● | in whole and not in part; |
● | at a price of $ |
● | upon not less than |
● | if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ |
If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
F-19
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until
NOTE 9. FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
March 31, |
| December 31, | ||||||
Description |
| Level |
| 2022 | 2021 | |||
Assets: |
|
|
|
| ||||
Marketable securities held in Trust Account |
| 1 | $ | | $ | |||
Liabilities: |
|
|
|
| ||||
Warrant Liability – Public Warrants | 1 | $ | | $ | ||||
Warrant Liability – Private Placement Warrants |
| 3 | $ | | $ | |||
F-20
The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations.
The Private Placement Warrants were valued using the Black-Scholes option pricing model. The Black Scholes model is a theoretical extension of binomial option pricing theory, in that consideration of discrete probabilities and option payoff outcomes are divided into smaller and smaller intervals. At the limit, the binomial process converges to the Black-Scholes formula, which indicates that a call option value is equal to the security price times a probability, minus the present value of the exercise times a probability. The probabilities are given by the cumulative normal distribution. The Public Warrants were initially valued using a Monte Carlo Model. The Monte Carlo method is an analysis method designed to determine the value of variables such as the expected value of the Warrants as of the valuation date. This value is fundamentally uncertain, and it is determined by what statisticians call estimators. The model estimates the value of the Public Warrants after
The inputs used in the Black-Scholes model for Private Placement Units and the Monte Carlo Model for Public Units is as follows:
February 1, 2021 | |||||||||||||
(Initial Measurement) | December 31, 2021 | March 31, 2022 |
| ||||||||||
Public | Private | Private | Private |
| |||||||||
Input |
| Warrants |
| Warrants |
| Warrants |
| Warrants | |||||
Ordinary Share Price | $ | | $ | | $ | $ | | ||||||
Exercise Price | $ | | $ | | $ | $ | | ||||||
Expected Life (in years) | | | | ||||||||||
Risk Free Interest Rate | | % | | % | % | | % | ||||||
Volatility | | % | | % | % | | % | ||||||
Dividend Yield | | % | | % | | % | | % | |||||
Redemption Trigger (20 of 30 trading days) | $ | | N/A | N/A | N/A | ||||||||
The following table presents the changes in the fair value of Level 3 warrant liabilities:
| Private Placement |
| Public |
| Warrant Liabilities | ||||
Fair value as of January 1, 2021 | $ | | $ | | $ | | |||
Initial measurement on February 1, 2021 |
| |
| |
| | |||
Change in fair value |
| ( |
| ( |
| ( | |||
Transfers to Level 1 | — | ( | ( | ||||||
Fair value as of December 31, 2021 | $ | | $ | — | $ | | |||
Change in fair value | ( | — | ( | ||||||
Fair value as of March 31, 2022 | $ | $ | — | $ | | ||||
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was approximately $
F-21
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the condensed consolidated financial statements.
On April 21, 2022, the Company entered into a PIPE Subscription Agreement with an additional investor (the “Additional Investor”), whereby the Additional Investor has committed to purchase in a private placement
F-22
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of ITHAX Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of ITHAX Acquisition Corp. and Subsidiaries (collectively, the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in shareholders’ (deficit) equity and cash flows for the year ended December 31, 2021 and for the period from October 2, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and for the period from October 2, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Marcum LLP
Marcum LLP
We have served as the Company’s auditor since 2020.
New York, NY
March 10, 2022
F-23
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, 2021 |
| December 31, 2020 | |||
ASSETS | ||||||
Current assets | ||||||
Cash | $ | |
| $ | | |
Prepaid expenses |
| |
|
| — | |
Total Current Assets | |
|
| | ||
|
|
|
| |||
Deferred offering costs | — |
|
| | ||
Cash and marketable securities held in Trust Account | |
|
| — | ||
TOTAL ASSETS | $ | |
| $ | | |
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY |
|
|
|
| ||
Current liabilities | ||||||
Accounts payable and accrued expenses | $ | |
| $ | — | |
Accrued offering costs | — |
|
| | ||
Promissory note – related party | — |
|
| | ||
Total Current Liabilities | | | ||||
Deferred underwriting fee payable |
| | — | |||
Warrant liabilities |
| | — | |||
TOTAL LIABILITIES |
| |
|
| | |
|
|
|
| |||
Commitments and Contingencies |
|
|
|
| ||
Class A ordinary shares subject to possible redemption; | |
|
| — | ||
|
|
|
| |||
Shareholders’ (Deficit) Equity |
|
|
|
| ||
Preference shares, $ |
|
| ||||
Class A ordinary shares, $ |
| |
|
| — | |
Class B ordinary shares, $ |
| |
|
| | |
Additional paid-in capital |
| — |
|
| | |
Accumulated deficit |
| ( |
|
| ( | |
Total Shareholders’ (Deficit) Equity |
| ( |
|
| | |
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY | $ | |
| $ | | |
The accompanying notes are an integral part of the consolidated financial statements.
F-24
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the period | |||||
| from October 2, | |||||
| 2020 (inception) | |||||
Year Ended |
| through | ||||
December 31, | December 31, | |||||
| 2021 |
| 2020 | |||
Formation and operational costs | $ | | $ | | ||
Loss from operations | ( | ( | ||||
Other income (loss): | ||||||
Interest earned on marketable securities held in Trust Account | | — | ||||
Unrealized gain on marketable securities held in Trust Account | | — | ||||
Transaction costs allocated to warrant liabilities | ( | — | ||||
Change in fair value of warrant liabilities | | — | ||||
Other income, net | | — | ||||
|
|
| ||||
Net income (loss) | $ | | $ | ( | ||
|
|
|
| |||
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption |
| |
| — | ||
Basic and diluted income (loss) per share, Class A ordinary shares subject to possible redemption | | $ | — | |||
Weighted average shares outstanding of Non-redeemable Class A and Class B ordinary shares | |
| | |||
Basic net income (loss) per share, Non-redeemable Class A and Class B ordinary shares | $ | | $ | |||
Weighted average shares outstanding of Non-redeemable Class A and Class B ordinary shares | | — | ||||
Diluted net income (loss) per share, Non-redeemable Class A and Class B ordinary shares | $ | | $ | — | ||
The accompanying notes are an integral part of the consolidated financial statements.
F-25
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
Class A | Class B | Additional | Total | ||||||||||||||||
Ordinary Shares | Ordinary Shares | Paid-in | Accumulated | Shareholders’ | |||||||||||||||
| Shares |
| Amount |
| Shares |
| Earnings |
| Capital |
| Deficit |
| Equity (Deficit) | ||||||
Balance – October 2, 2020 (Inception) | | $ | | | $ | | $ | |
| $ | |
| $ | | |||||
Issuance of Class B ordinary shares to Sponsor | — | — | | | |
|
| |
|
| | ||||||||
Net loss |
| — |
| — | — | — |
| |
|
| ( |
|
| ( | |||||
Balance – December 31, 2020 |
| | — | | | |
| ( |
| | |||||||||
Sale of | | | — | — | | | | ||||||||||||
Subsequent measurement of Class A ordinary shares to redemption amount | — | — | — | — | ( | ( | ( | ||||||||||||
Net income |
| — |
| — | — | — |
| |
| |
| | |||||||
Balance – December 31, 2021 |
| | $ | | | $ | | $ | | $ | ( | $ | ( | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-26
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Period | ||||||
from October 2, | ||||||
2020 (Inception) | ||||||
Year Ended | through | |||||
December 31, | December 31, | |||||
| 2021 |
| 2020 | |||
Cash Flows from Operating Activities: | ||||||
Net income (loss) | $ | | $ | ( | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
| ||||
Interest earned on marketable securities held in Trust Account | ( | — | ||||
Unrealized gain on marketable securities held in Trust Account | ( | — | ||||
Change in fair value of warrant liabilities | ( | — | ||||
Transaction costs allocated to warrant liabilities | | — | ||||
Changes in operating assets and liabilities: |
| |||||
Prepaid expenses | ( | — | ||||
Accrued offering costs | ( | — | ||||
Accrued expenses | | — | ||||
Net cash used in operating activities |
| ( | ( | |||
Cash Flows from Investing Activities: | ||||||
Investment of cash into trust Account | ( | — | ||||
Net cash used in investing activities | ( | — | ||||
|
| |||||
Cash Flows from Financing Activities: |
|
| ||||
Proceeds from initial public offering, net of underwriting discounts paid |
| | — | |||
Proceeds from sale of Private Placements Units | | — | ||||
Proceeds from promissory note – related party |
| | | |||
Repayment of convertible promissory note – related party |
| ( | — | |||
Payment of offering costs |
| ( | ( | |||
Net cash provided by financing activities | | | ||||
|
| |||||
Net Change in Cash |
| |||||
Cash – Beginning |
| — | ||||
Cash – Ending | $ | $ | ||||
|
|
| ||||
Non-cash investing and financing activities: |
|
| ||||
Offering costs included in accrued offering costs | $ | — | $ | |||
Subsequent measurement of Class A ordinary shares to redemption amount | $ | | $ | — | ||
Deferred underwriting fee payable | $ | | $ | — | ||
Initial classification of warrant liabilities | $ | | $ | — | ||
Offering costs paid by Sponsor in exchange for issuance of founder shares | $ | — | $ | | ||
The accompanying notes are an integral part of the consolidated financial statements.
F-27
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
ITHAX Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company on October 2, 2020, and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
ITHAX Acquisition Corp. has two wholly owned subsidiaries which were formed on December 9, 2021, ITHAX Merger Sub I, LLC (“Merger Sub 1”), a Delaware limited liability company, and ITHAX Merger Sub II, LLC (“Merger Sub 2”), a Delaware limited liability company. ITHAX Acquisition Corp. and its subsidiaries are collectively referred to as “the Company.”
The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies
As of December 31, 2021, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and proceeding to complete the Businss Combination, which is described in Note 6. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below) and recognizes changes in the fair value of warrant liabilities as other income (expense).
The registration statement for the Company’s Initial Public Offering became effective on January 27, 2021. On February 1, 2021, the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of
Transaction costs amounted to $
Following the closing of the Initial Public Offering on February 1, 2021, an amount of $
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least
F-28
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
The Company will provide the holders of its issued and outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination (initially $
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $
Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of
The Sponsor and the Company’s officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares, Private Placement Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem
The Company will have until February 1, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $
F-29
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
The Sponsor and the Company’s officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s officers or directors acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Going Concern Assessment
As of December 31, 2021, the Company had cash of $
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the date for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as a going concern through February 1, 2023, (the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date). Management’s plan to alleviate the substantial doubt is to complete a business combination prior to
F-30
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
February 1, 2023. The Company entered into a definitive Business Combination Agreement on December 20, 2021 (as defined below in Note 6) and is in the process of completing this Business Combination. Management has assessed the likelihood of whether it will be able to carry out its plan to complete this business combination prior to February 1, 2023. Management believes, as it is contractual, the business combination will occur prior to the termination date set forth in the Business Combination Agreement of July 31, 2022, which is before the date of the mandatory liquidation date. As such, based on these factors and other considerations, Management believes that its plan alleviates the substantial doubt raised by the date for mandatory liquidation described above.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities when the warrants are not publicly traded. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
F-31
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020.
Cash and Marketable Securities Held in Trust Account
At December 31, 2021, substantially all of the assets held in the Trust Account were held in US Treasury Securities. At December 31, 2020, there were
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s consolidated balance sheets. There were no shares subject to possible redemption at December 31, 2020.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the subsequent measurement of the initial book value to redemption amount. Subsequent measurement to the carrying value of redeemable Class A ordinary shares is due to interest income and unrealized gains or losses on the marketable securities held in the Trust Account. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.
At December 31, 2021, the Class A ordinary shares subject to redemption reflected in the consolidated balance sheets are reconciled in the following table:
Gross proceeds |
| $ | |
Less: | |||
Proceeds allocated to Public Warrants |
| ( | |
Class A ordinary shares issuance costs |
| ( | |
Plus: | |||
Subsequent measurement of carrying value to redemption value |
| | |
Class A ordinary shares subject to possible redemption | $ | |
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Accordingly, offering costs totaling $
F-32
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
associated with warrant liabilities of $
Warrant Liabilities
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and are remeasured at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
ITHAX Acquisitioon Corp. is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. The Company’s United States subsidiaries had no activity for the year ended December 31, 2021 and the Company has deemed any income tax obligations to be immaterial.
Net Income (Loss) per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.”.Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.
The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase
F-33
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
December 31, 2021 which are no longer forfeitable and thus included for dilutive purposes.
The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts):
For the period from October 2, 2020 | ||||||||||||
Year Ended | (inception) through | |||||||||||
| December 31, 2021 | December 31, 2020 | ||||||||||
Class A |
| Class B |
| Class A |
| Class B | ||||||
Basic net income (loss) per ordinary share | ||||||||||||
Numerator: | ||||||||||||
Allocation of net income (loss), as adjusted | $ | | $ | | $ | — | $ | ( | ||||
Denominator: | ||||||||||||
Basic weighted average shares outstanding | | | — | | ||||||||
Basic net income (loss) per ordinary share | $ | | $ | | $ | — | $ | | ||||
For the period from October 2, 2020 | ||||||||||||
Year Ended | (inception) through | |||||||||||
December 31, 2021 | December 31, 2020 | |||||||||||
| Class A |
| Class B |
| Class A |
| Class B | |||||
Diluted net income (loss) per ordinary share |
|
|
|
| ||||||||
Numerator: |
|
|
|
|
|
|
|
| ||||
Allocation of net income (loss), as adjusted | $ | | $ | | $ | — | $ | ( | ||||
Denominator: |
|
|
|
|
|
|
|
| ||||
Diluted weighted average shares outstanding |
| |
| |
| — |
| | ||||
Diluted net income (loss) per ordinary share | $ | | $ | | $ | — | $ | | ||||
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9).
Recently Issued Accounting Standards
In August 2020, the FASB issued Accounting Standards Update No.2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”(“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s consolidated financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
F-34
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, including the exercise by the underwriters of their over-allotment option, the Sponsor and Cantor purchased an aggregate of
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On October 6, 2020, the Sponsor paid an aggregate of $
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A)
The sale or transfers of the Founders Shares to members of the Company’s the board of directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting
F-35
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of December 31, 2021, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized.
Administrative Services Agreement
The Company entered into an agreement, commencing January 27, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $
Promissory Note — Related Party
On October 6, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration and Shareholder Rights
Pursuant to a registration rights agreement entered into on January 27, 2021, the holders of the Founder Shares (and any Class A ordinary shares issued upon conversion of the Founder Shares), Private Placement Units (and the underlying securities), and units (and the underlying securities) that may be issued on conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to
Underwriting Agreement
The underwriters are entitled to a deferred fee of (i)
F-36
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
$
Business Combination Agreement
On December 20, 2021, the Company entered into a Business Combination Agreement with Mondee Holdings II, Inc., a travel technology company. The Business Combination Agreement was entered into by and among ITHAX Acquisition Corp., Merger Sub 1, Merger Sub 2 and Mondee Holdings II, Inc., a Delaware corporation (“Mondee”). Pursuant to the Business Combination Agreement, the Company will become a Delaware corporation (the “Domestication”) and the parties will enter into a business combination transaction (together with the Domestication, the “Business Combination”) by which (i) Merger Sub I will merge with and into Mondee, with Mondee being the surviving entity in the merger (the “First Merger”), and (ii) immediately following the First Merger, Mondee will merge with and into Merger Sub II, with Merger Sub II being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions” and the closing of the Transactions, the “Closing”). As a result of the Domestication (i) each outstanding Class A ordinary share of the Company, par value $
Registration Rights Agreement
The Business Combination Agreement contemplates that, at the Closing, the Company, the Sponsor, Mondee and the sole stockholder of Mondee (the “Sole Stockholder”) and the other parties thereto will enter into the Registration Rights Agreement, pursuant to which Ithax will agree to register for resale certain shares of its Class A Common Stock that are held by the parties thereto from time to time.
Additionally and pursuant to the Registration Rights Agreement, the holders of any shares of Class A Common Stock (the “Lock-Up Shares”) issued to the Sponsor prior to the Closing or to the Sole Stockholder in connection with the Business Combination Agreement, or to the Members (as defined below) in connection with the Earn-out Agreement (as defined below), may not transfer any Lock-Up Shares during the period beginning on the date of Closing and ending on the date that is the earlier of (A)
Subscription Agreements
Concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase in a private placement
Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor and Mondee. Pursuant to the Sponsor Support Agreement, the Sponsor has
F-37
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
agreed, among other things, subject to the terms and conditions of the Sponsor Support Agreement, (i) to vote all of its Class A Shares and Class B Shares and any other equity securities of the Company that Sponsor acquired record or beneficial ownership of after the date of the Sponsor Support Agreement and prior to the Closing, other than the shares of Class A Common Stock acquired by the Sponsor pursuant to the Private Placements (collectively, the “Subject SPAC Equity Securities”) (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Transactions (b) against any action, agreement, or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company, Merger Sub I or Merger Sub II under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated, (ii) not to redeem, elect to redeem or tender or submit any of its Subject SPAC Equity Securities for redemption in connection with the BCA or the Transactions, (iii) not to commit or agree to take any action inconsistent with the foregoing. (iv) to comply with and fully perform all of its obligations, covenants and agreements set forth in the Voting Letter Agreement (as defined therein), (v) not to modify or amend any agreement, contract or arrangement between or among Sponsor and any Affiliate of such Sponsor (other than SPAC or any of its Subsidiaries), on the one hand, and SPAC or any of its subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof.
In addition, the Sponsor has agreed that if Mondee waives in writing the condition set forth in Section 7.03(e) of the Business Combination, requiring the amount of cash held by the Company to be equal to at least $
The Sponsor Support Agreement also includes, among other things, a waiver by the Sponsor of its redemption rights and anti-dilution protection as set forth in Article 36.5 of the Company’s amended and restated memorandum and articles of association.
The Sponsor Support Agreement will automatically terminate upon the earlier of (a) the Closing and (b) the termination of the Business Combination Agreement in accordance with its terms.
Stockholder Support Agreement
Concurrently with the execution of the Business Combination Agreement, the Company entered into a support agreement (the “Stockholder Support Agreement”) with the Sole Stockholder pursuant to which the Sole Stockholder has, among other things, agreed to vote (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Mergers and the other Transactions and (b) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated. The Stockholder Support Agreement will terminate upon the earlier of (a) the First Merger becomes effective and (b) the termination of the Business Combination Agreement in accordance with its terms.
Earn-out Agreement
Concurrently with the execution of the Business Combination Agreement, the Company entered into an earn-out agreement (the “Earn-out Agreement”) with certain signatories thereto (the “Members”), pursuant to which the Company has agreed, among other things that in connection with and upon the First Merger, the Company will issue to the Members up to
The Earn-out Agreement will terminate if the Business Combination Agreement is validly terminated in accordance with its terms prior to the Closing.
Vendor Agreements
On October 4, 2021, the Company entered into an agreement with a vendor for capital market advisement services and investment banking services related to the pending Business Combination. Specifically, the agreement relates to assisting in raising the funds as
F-38
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
part of the PIPE financing. The agreement calls for the vendor to receive a contingent fee equal to
On October 4, 2021, the Company entered into an agreement with a vendor for investment banking services related to the pending Business Combination. Specifically, the agreement relates to assisting in raising the funds as part of the PIPE financing. The agreement calls for the vendor to receive a contingent fee equal to $
On December 15, 2021, the Company entered into an agreement with a vendor for capital market advisement services related to the Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $
On January 24, 2022, the Company entered into an agreement with a vendor for advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $
On February 1, 2022, the Company entered into an agreement with a vendor for advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $
As of December 31, 2021 the Company entered into an agreement with a vendor for an insurance policy, which the vendor will only receive insurance run-off premium in the amount of approximately $
Through December 31, 2021, the Company incurred legal fees of approximately $
NOTE 7. SHAREHOLDERS’ EQUITY
Preference Shares — The Company is authorized to issue
Class A Ordinary Shares — The Company is authorized to issue
Class B Ordinary Shares — The Company is authorized to issue
Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis.
NOTE 8. WARRANTS
As of December 31, 2021, there were
F-39
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.
The Company has agreed that as soon as practicable, but in no event later than
Once the warrants become exercisable, the Company may redeem the Public Warrants:
● | in whole and not in part; |
● | at a price of $ |
● | upon not less than |
● | if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ |
If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in
F-40
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until
NOTE 9. FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
F-41
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
December 31, | |||||
Description |
| Level |
| 2021 | |
Assets: |
|
|
|
| |
Marketable securities held in Trust Account |
| 1 | $ | | |
Liabilities: |
|
|
| ||
Warrant Liability – Public Warrants | 1 | $ | | ||
Warrant Liability – Private Placement Warrants |
| 3 | $ | | |
The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations.
The Private Placement Warrants were valued using the Black-Scholes option pricing model. The Black Scholes model is a theoretical extension of binomial option pricing theory, in that consideration of discrete probabilities and option payoff outcomes are divided into smaller and smaller intervals. At the limit, the binomial process converges to the Black-Scholes formula, which indicates that a call option value is equal to the security price times a probability, minus the present value of the exercise times a probability. The probabilities are given by the cumulative normal distribution. The Public Warrants were initially valued using a Monte Carlo Model. The Monte Carlo method is an analysis method designed to determine the value of variables such as the expected value of the Warrants as of the valuation date. This value is fundamentally uncertain, and it is determined by what statisticians call estimators. The model estimates the value of the Public Warrants after
The inputs used in the Black-Scholes model for Private Placement Units and the Monte Carlo Model for Public Units is as follows:
February 1, 2021 | ||||||||||
(Initial Measurement) | December 31, 2021 |
| ||||||||
Public | Private | Private |
| |||||||
Input |
| Warrants |
| Warrants |
| Warrants | ||||
Ordinary Share Price | $ | | | $ | | |||||
Exercise Price | $ | | | $ | | |||||
Expected Life (in years) | | | | |||||||
Risk Free Interest Rate | | % | | % | | % | ||||
Volatility | | % | | % | | % | ||||
Dividend Yield | | % | | % | | % | ||||
Redemption Trigger (20 of 30 trading days) | $ | | N/A | N/A | ||||||
The following table presents the changes in the fair value of Level 3 warrant liabilities:
|
| Private Placement |
| Public |
| Warrant Liabilities | |||
Fair value as of January 1, 2021 | $ | | $ | | $ | | |||
Initial measurement on February 1, 2021 |
| |
| |
| | |||
Change in fair value |
| ( |
| ( |
| ( | |||
Transfers to Level 1 | — | ( | ( | ||||||
Fair value as of December 31, 2021 | $ | | $ | — | $ | | |||
F-42
ITHAX ACQUISITION CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was approximately $
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.
On January 24 and February 1, 2022, the Company entered into agreements with vendors for advisory services related to the pending Business Combination Agreement. The agreement calls for the vendor to receive a contingent fee in the amount of $
F-43
Mondee Holdings II, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except stock and par value data)
March 31, | December 31, | |||||
| 2022 |
| 2021 | |||
(Unaudited) | ||||||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Restricted short-term investments | | | ||||
Accounts receivable, net of allowance of $ | | | ||||
Contract assets, net of allowance of $ | | | ||||
Prepaid expenses and other current assets | | | ||||
Total current assets | $ | | $ | | ||
Property and equipment, net |
| |
| | ||
Goodwill |
| |
| | ||
Intangible assets, net |
| |
| | ||
Loan receivable from related party |
| |
| | ||
Operating lease right-of-use assets |
| |
| — | ||
Other non-current assets |
| |
| | ||
TOTAL ASSETS | $ | | $ | | ||
Liabilities and Stockholder’s Deficit |
|
|
|
| ||
Current liabilities |
|
|
|
| ||
Accounts payable |
| |
| | ||
Amounts payable to related parties |
| |
| | ||
Paycheck Protection Program (PPP) and other government loans, current portion |
| |
| | ||
Accrued expenses and other current liabilities |
| |
| | ||
Deferred revenue |
| |
| | ||
Long-term debt, current portion |
| |
| | ||
Total current liabilities | $ | | $ | | ||
Deferred income taxes |
| |
| | ||
Note payable to related party |
| |
| | ||
PPP and other government loans excluding current portion |
| |
| | ||
Long-term debt excluding current portion |
| |
| | ||
Deferred revenue excluding current portion |
| |
| | ||
Operating lease liabilities |
| |
| — | ||
Other long-term liabilities |
| |
| | ||
Total liabilities | $ | | $ | | ||
Commitments and contingencies (Note 6) | ||||||
Stockholder's deficit: | ||||||
Common stock – $ | — | — | ||||
Additional paid-in capital | | | ||||
Accumulated other comprehensive loss | ( | ( | ||||
Accumulated deficit | ( | ( | ||||
Total stockholder's deficit | $ | ( | $ | ( | ||
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-44
Mondee Holdings II, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands)
(unaudited)
Three Months Ended | ||||||
March 31, | ||||||
| 2022 |
| 2021 | |||
Revenues, net | $ | | $ | | ||
Operating expenses: | ||||||
Marketing expenses | | | ||||
Sales and other expenses, including non-employee stock-based compensation of $ | | | ||||
Personnel expenses, including stock-based compensation of $ | | | ||||
General and administrative expenses | | | ||||
Information technology expenses | | | ||||
Provision for doubtful accounts receivable and contract assets |
| |
| | ||
Depreciation and amortization |
| |
| | ||
Total operating expenses |
| |
| | ||
Loss from operations |
| ( |
| ( | ||
Other income (expense): |
| |||||
Interest income | |
| | |||
Interest expense |
| ( |
| ( | ||
Other expense, net |
| ( |
| ( | ||
Total other expense, net |
| ( |
| ( | ||
Loss before income taxes | $ | ( | $ | ( | ||
Provision for income taxes |
| ( |
| ( | ||
Net loss | $ | ( | $ | ( | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-45
Mondee Holdings II, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss
(In thousands)
(unaudited)
Three Months Ended | ||||||
March 31, | ||||||
| 2022 |
| 2021 | |||
Net loss | $ | ( | $ | ( | ||
Other comprehensive loss, net of tax: | ||||||
Currency translation adjustment |
| ( |
| ( | ||
Comprehensive loss | $ | ( | $ | ( | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-46
Mondee Holdings II, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholder’s Deficit
For the three months ended March 31, 2022 and 2021
(In thousands, except stock and par value data)
(unaudited)
Accumulated | |||||||||||||||||
Other | Total | ||||||||||||||||
Common | Additional | Comprehensive | Accumulated | Stockholder’s | |||||||||||||
Stock | Paid-in-Capital | Income (Loss) | Deficit | Equity (Deficit) | |||||||||||||
| Shares |
| Amount |
|
|
|
| ||||||||||
Balance at December 31, 2020 |
| | $ | — | $ | | $ | | $ | ( | $ | | |||||
Stock based compensation |
| — |
| — |
| — | * |
| — |
| — |
| — | ||||
Currency translation adjustment |
| — |
| — |
| — |
| ( |
| — |
| ( | |||||
Net loss |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
Balance at March 31, 2021 |
| | $ | — | $ | | $ | ( | $ | ( | $ | ( | |||||
* | Amounts not meaningful to be disclosed. |
Accumulated | |||||||||||||||||
Other | Total | ||||||||||||||||
Additional | Comprehensive | Accumulated | Stockholder's | ||||||||||||||
| Common Stock |
| Paid-in-Capital |
| Loss |
| Deficit |
| Deficit | ||||||||
Shares | Amount | ||||||||||||||||
Balance at December 31, 2021 | | $ | — | $ | | $ | ( | $ | ( | $ | ( | ||||||
Stock based compensation | — | — | | — | — | | |||||||||||
Currency translation adjustment |
| — | — | — |
| ( |
| — |
| ( | |||||||
Net loss |
| — | — | — |
| — |
| ( |
| ( | |||||||
Balance at March 31, 2022 |
| | $ | — | $ | | $ | ( | $ | ( | $ | ( | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-47
Mondee Holdings II, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
Three Months Ended | ||||||
March 31, | ||||||
| 2022 |
| 2021 | |||
Cash flows from operating activities |
|
|
|
| ||
Net loss |
| $ | ( | $ | ( | |
Adjustments to reconcile net loss to net cash provided by / (used in) operating activities |
|
|
|
| ||
Depreciation and amortization |
| |
| | ||
Deferred taxes |
| |
| | ||
Provision for doubtful accounts receivable and contract assets |
| |
| | ||
Stock-based compensation |
| |
| — | ||
Amortization of loan origination fees |
| |
| | ||
Payment in kind interest expense |
| |
| | ||
Change in the estimated fair value of earn-out consideration |
| ( |
| ( | ||
Changes in operating assets and liabilities |
| |||||
Accounts receivable | ( |
| ( | |||
Contract assets |
| ( |
| | ||
Prepaid expenses and other current assets |
| ( |
| ( | ||
Operating lease right-of-use assets |
| ( |
| — | ||
Other non-current assets |
| ( |
| ( | ||
Amounts payable to related parties, current portion |
| |
| ( | ||
Accounts payable |
| |
| | ||
Accrued expenses and other current liabilities |
| |
| ( | ||
Deferred revenue |
| ( |
| ( | ||
Operating lease liabilities |
| |
| — | ||
Other long term liabilities |
| |
| — | ||
Net cash provided by (used in) operating activities |
| |
| ( | ||
Cash flows from investing activities |
|
|
|
| ||
Capital expenditure |
| ( |
| ( | ||
Net cash used in investing activities |
| ( |
| ( | ||
Cash flows from financing activities |
|
|
|
| ||
Repayments of long-term debt |
| — |
| ( | ||
Repayment of short-term debt |
| ( |
| ( | ||
Proceeds from PPP and other government loans |
| — |
| | ||
Payment of deferred offering costs |
| ( |
| — | ||
Net cash (used in) / provided by financing activities |
| ( |
| | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
| ( |
| ( | ||
Net increase in cash, cash equivalents and restricted cash |
| |
| | ||
Cash, cash equivalents and restricted cash at beginning of period |
| |
| | ||
Cash, cash equivalents and restricted cash at end of period | $ | | $ | | ||
Supplemental cash flow information: |
|
|
|
| ||
Cash paid for interest | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-48
Mondee Holdings II, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)
1.NATURE OF OPERATIONS
Mondee Holdings II, Inc., a wholly owned subsidiary of Mondee Holdings, LLC (“Holdings”, “Parent”), is a Delaware corporation formed on April 25, 2012. We refer to Mondee Holdings II, Inc. and its subsidiaries collectively as “Mondee,” the “Company,” “us,” “we” and “our” in these condensed consolidated financial statements. Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. Mondee provides state-of-the art technologies, operating systems and services that modernize travel market transactions to better serve travelers seeking enhanced life-style choices directly or through travel affiliates. These technology- led platforms, combined with Mondee’s distribution network, access to global travel inventory and its extensive, negotiated travel content, create a modern travel marketplace. The Company believes this modern travel marketplace provides enhanced options to the increasingly discerning traveler, on efficient consumer- friendly distribution platforms that support its travel supplier partners in utilizing highly perishable travel inventory. In addition to the rapid development of a modern travel marketplace, Mondee is increasingly focused on expanding its marketplace to the gig economy segment of the travel market. The Company believes gig workers are seeking more flexible, diverse content travel services and that its platform is well suited to serve them. The Company also offers a new subscription incentive-based behavioral change platform that is designed to be user-friendly to make booking business trips rewarding for both the traveler and the corporation.
Basis of presentation
The condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting.
The condensed consolidated financial statements as of March 31, 2022 and March 31, 2021 and accompanying notes are unaudited. The condensed consolidated balance sheet as of December 31, 2021, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021, which provide a more complete discussion of the Company’s accounting policies and certain other information. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2022 and the results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
The condensed consolidated financial statements include the accounts of the Company and its wholly- owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
There have been no changes in accounting policies during the three months ended March 31, 2022 from those disclosed in the annual consolidated financial statements and related notes for the year ended December 31, 2021, except as described in “Recently Adopted Accounting Pronouncements” below.
Special Purpose Acquisition Company
In December 2021, the Company entered into an agreement and plans to merge (“the Merger”) with a subsidiary of ITHAX Acquisition Corp. (“ITHAX”), a publicly traded special purpose acquisition company.
F-49
Mondee Holdings II, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)
The Company’s existing shareholders will retain
Going concern
The Company has prepared its condensed consolidated financial statements assuming that the Company will continue as a going concern. The Company is required to make debt repayments aggregating to $
In December 2021, the Company entered the Merger with ITHAX, see above for further details. Upon the consummation of the Merger, the Company’s future reported cash balance is estimated to increase by $
COVID-19
During 2020, the COVID-19 pandemic had severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. The spread of new variants of COVID-19 has caused uncertainty as to when restrictions will be lifted, if additional restrictions may be initiated or reimposed, if there will be permanent changes to travel behavior patterns, and the timing of distribution and administration of COVID-19 vaccines and other medical interventions globally. Overall, the full duration and total impact of COVID-19 remains uncertain, and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward.
Even though there have been some improvements in the economic and operating conditions for our business since the outset of the COVID-19 pandemic, we cannot predict the long-term effects of the pandemic on our business or the travel and restaurant industries as a whole. If the travel industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to our operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers.
Given the severe downturn in the global travel industry and the financial difficulties faced by many of our travel service providers, customers and marketing affiliates, we have increased our provision for allowance for doubtful accounts on receivables
F-50
Mondee Holdings II, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)
from our travel service providers and marketing affiliates. Moreover, due to the high level of cancellations of existing reservations, we have incurred, and may continue to incur, higher than normal cash outlays on chargebacks for prepaid reservations, including certain situations where we have already transferred the prepayment to the travel service provider. Any material increases in our allowance for doubtful accounts and chargebacks would have a corresponding adverse effect on our results of operations and related cash flows.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Other than policies noted below, there have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020.
Use of estimates
The preparation of the condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, the determination of the incremental borrowing rate used for operating lease liabilities, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long-lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies.
The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.
Certain risks and concentrations
Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services.
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company does not consider there to be significant concentration of credit risk relating to accounts receivable. The Company’s cash and cash equivalents and restricted cash are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprises of amounts due from affiliates, airline companies and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts.
Deferred offering costs
Deferred offering costs, which consist of direct incremental legal, consulting, and accounting fees and printer costs relating to an anticipated public offering, are capitalized and will be offset against proceeds upon the consummation of the offering. In the event the
F-51
Mondee Holdings II, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)
offering is terminated, the deferred offering costs will be expensed. As of March 31, 2022 the Company had $
Recently adopted accounting pronouncements
On January 1, 2022, the Company adopted FASB ASU No. 2016-02, Leases (Topic 842), which requires recognition of right-of-use (“ROU”) assets and lease liabilities for most leases on the Company’s condensed consolidated balance sheet. The Company adopted Topic 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11. As a result, the Company was not required to adjust its comparative periods’ financial information for effects of the standard or make the new required lease disclosures for the periods before the date of adoption (i.e., January 1, 2022). The Company elected the package of practical expedients which allowed the Company not to reassess (1) whether existing or expired contracts, as of the adoption date, contain leases, (2) the lease classification for existing leases, and (3) whether existing initial direct costs meet the new definition. The Company also elected the practical expedient to not separate lease and non-lease components for its facility leases. The Company notes that adopting the new standard resulted in recording a lease liability and right- of-use asset associated with the Company’s facility lease agreement totaling $
Recent accounting pronouncements not yet adopted
In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for public and private companies’ fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and December 15, 2022, respectively. The Company is currently evaluating the impact on the Company’s condensed consolidated financial statements.
3.FAIR VALUE MEASUREMENT
The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period.
The following table sets forth the Company’s financial liabilities that were measured at fair value, on a recurring basis:
March 31, 2022 | |||||||||||
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||
Liabilities | |||||||||||
Earn-out consideration(1) |
| — | $ | — | $ | | $ | | |||
December 31, 2021 | ||||||||||||
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Liabilities | ||||||||||||
Earn-out consideration(1) | $ | — | $ | — | $ | | $ | | ||||
| (1) | The earn-out consideration represents arrangements to pay the former owners of LBF, acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $ |
F-52
Mondee Holdings II, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)
For Level 3 earn-out consideration, the Company assesses the fair value of expected earn-out consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earn-out consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earn- out. The earn-out consideration is included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. Change in the fair value of earn-out consideration is reflected in our condensed consolidated statements of operations. Changes to the unobservable inputs do not have a material impact on the Company’s condensed consolidated financial statements.
Rollforward of Level 3 Recurring Fair Value Measurements
The following table summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3):
| March 31, |
| March 31, | |||
2022 | 2021 | |||||
Balance, beginning of period | $ | | $ | | ||
Change in the estimated fair value of earn-out consideration |
| |
| | ||
Balance, end of period | $ | | $ | | ||
The fair value of Company’s short term financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated their carrying values as of March 31, 2022 and December 31, 2021, due to their short-term nature. The Company’s restricted short-term investments are certificate of deposits held at banks and it is management’s intent to hold to maturity. As such, the Company records restricted short-term investments and long-term debt due from related parties on an amortized cost basis.
There were
Assets Measured at Fair Value on a Nonrecurring Basis
Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur.
As of March 31, 2022 and March 31, 2021 the Company has not recorded any impairment charges on non-financial assets.
F-53
Mondee Holdings II, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)
4.REVENUE
Disaggregation of revenue
The Company believes that the disaggregation based on the reportable segments best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other factors. As described below in Note 10, the Company has two reportable segments, Travel Marketplace and SAAS Platform.
Three Months Ended March 31, | ||||||
| 2022 |
| 2021 | |||
Revenue from Travel Marketplace | $ | | $ | | ||
Revenue from SAAS Platform |
| |
| | ||
$ | | $ | | |||
Contract balances
The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, contract assets and contract liabilities on the condensed consolidated balance sheets.
Contract assets include unbilled amounts resulting from contracts in which revenue is estimated and accrued based upon measurable performance targets defined at contract inception.
Contract liabilities, discussed below, are referenced as “deferred revenue” on the condensed consolidated balance sheets and disclosures. Cash received that are contingent upon the satisfaction of performance obligations are accounted for as deferred revenue. Deferred revenue primarily relates to advance received from GDS service provider for bookings of airline tickets in future.
The opening and closing balances of accounts receivable and deferred revenue are as follows:
| Accounts |
| Contract |
| Deferred | ||||
Receivable | Asset | Revenue | |||||||
Ending Balance as of December 31, 2021 |
| |
| |
| ( | |||
Increase/(decrease), net |
| |
| |
| | |||
Ending Balance as of March 31, 2022 | $ | | $ | | $ | ( | |||
As of December 31, 2021, the deferred revenue balance was $
5.INCOME TAXES
We have assessed our ability to realize our deferred tax assets and have recorded a valuation allowance against such assets to the extent that, based on the weight of all available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In assessing the likelihood of future realization of our deferred tax assets, we placed significant weight on our history of generating tax losses, including in the first quarter of 2022. As a result, we have a full valuation allowance against our net deferred tax assets. We expect to maintain a full valuation allowance for the foreseeable future.
We determine our provision for income taxes for interim periods using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete items. The tax expense arising on account of the tax amortization of an indefinite lived intangible asset and the state minimum taxes is calculated based on the discrete approach.
F-54
Mondee Holdings II, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)
The effective income tax rate was (
The effective tax rate differs from the U.S. statutory rate primarily due to the full valuation allowances on the Company’s net domestic deferred tax assets as it is more likely than not that all of the deferred tax assets will not be realized.
6.COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of March 31, 2022 the Company currently has
Litigation Relating to LBF Acquisition. In the federal court action, Thomas DeRosa, a shareholder of LBF Travel Management Corp. (f/k/a LBF Travel, Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The case remains pending in Federal court. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible amount of any such payments cannot be made.
On October 13, 2021, Mondee received a summons from Global Collect Services B.V. (“Ingenico”) to appear in the District Court of Amsterdam with respect to a claim of $
Letters of Credit
The Company had $
By Period | ||||||||
Total |
| Less than 1 Year |
| 1 to 3 Years |
| 3 to 5 Years |
| More than 5 Years |
| |
| — |
| — |
| — | |
7.OPERATING LEASES
Prior to the adoption of ASC 842, rent expense on operating leases was recognized on a straight-line basis over the term of the lease. In addition, certain of the Company’s operating lease agreements for office space also include rent holidays and scheduled rent escalations during the initial lease term. The Company recorded the rent holidays as a deferred rent within other liabilities on the condensed consolidated balance sheets. The Company recognized the deferred rent liability and scheduled rent increase on a straight-line basis into rent expense over the lease term commencing on the date the Company took possession of the leased space. The Company leases various office premises and facilities under non-cancelable operating leases that expire at various dates through March 2030. Some of our leases contain one or more options to extend. The Company considers to extend the lease in determining the lease term.
F-55
Mondee Holdings II, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)
Operating lease expense for the three months ended March 31, 2022 and 2021 was $
Supplemental balance sheet information as of March 31, 2022 related to operating leases is shown below:
| As of March 31, 2022 | ||
Reported as: | $ | ||
Assets: |
|
| |
Operating lease right-of-use assets | $ | | |
Liabilities: |
|
| |
Accrued expenses and other current liabilities | $ | | |
Operating lease liabilities, non-current |
| | |
Total operating lease liabilities | $ | | |
As of March 31, 2022, the weighted-average remaining lease term and weighted-average discount rate for operating leases is
Supplemental cash flow information as of March 31, 2022 related to operating leases is shown below:
For three months | |||
ended March 31, | |||
| 2022 | ||
Cash paid within operating cash flows | $ | | |
Operating lease right-of-use assets recognized in exchange for new operating lease obligations |
| | |
As of March 31, 2022, the future minimum lease payments under non-cancelable operating leases are as follows:
As of March 31, | |||
| 2022 | ||
2022 (remaining nine months) | $ | | |
2023 |
| | |
2024 |
| | |
2025 |
| | |
2026 |
| | |
Thereafter |
| | |
Total operating lease payments |
| | |
Less: Imputed interest |
| ( | |
Total operating lease liabilities | $ | | |
8.EMPLOYEE BENEFIT PLAN
The Company sponsors several 401(k) defined contribution plans covering its employees in the United States of America. A management committee determines matching contributions made by the Company annually. Matching contributions are made in cash and were $
The Company’s Gratuity Plan in India (the “India Plan”) provides for a lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. Liabilities with regard to the India Plan are determined by actuarial valuation using the projected unit credit method. Current service
F-56
Mondee Holdings II, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)
costs for these plans are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans are recognized as an expense in the condensed consolidated statement of operations.
Components of net periodic benefit costs, were as follows:
Three Months Ended March 31, | ||||
Particulars |
| 2022 |
| 2021 |
Current service cost |
| |
| |
Interest cost |
| |
| |
Net actuarial gain recognized in the period |
| ( |
| ( |
Expenses recognized in the condensed consolidated statement of operations |
| |
| |
The components of actuarial gain on retirement benefits are as follows:
Three Months Ended March 31, | ||||
Particulars |
| 2022 |
| 2021 |
Actuarial gain for the period obligation |
| |
| |
Actuarial (gain)/loss for the period plan assets |
| — |
| — |
Total Actuarial gain on obligation |
| |
| |
9.RELATED PARTY TRANSACTIONS
| A. | Related Parties with whom transaction have taken place during the year: |
| a. | Mondee Holdings LLC — Parent Company |
| b. | Prasad Gundumogula — Chief Executive Officer (“CEO”) |
| c. | Metaminds Software Solutions Ltd (“Metaminds Software”) — Affiliate entity |
| d. | Metaminds Technologies Pvt Ltd (“Metaminds Technologies”) — Affiliate entity |
| e. | Metaminds Global Solutions Inc. (“Metaminds Global”) — Affiliate entity |
| f. | Mondee Group LLC — Affiliate entity |
| g. | LBF Travel Inc. — Company owned by Key Managerial Person |
| h. | Mike Melham — VP of Product Implementation |
F-57
Mondee Holdings II, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)
| B. | Summary of balances due to and from related parties and transactions are as follows: |
| March 31, |
| December 31, | |
Balances as at Year End |
| 2022 |
| 2021 |
Amount payable to related party |
|
| ||
Metaminds Technologies |
| |
| |
Metaminds Global |
| |
| |
Mondee Group LLC(a) | | | ||
Loan receivable from Related Party | ||||
Mondee Group LLC(b) | | | ||
Note Payable to Related Party | ||||
Note payable to CEO(c) | | |
Three months ended March 31, | ||||
Transactions with Related Parties |
| 2022 |
| 2021 |
Offshore IT, sales support and other services from |
| |||
Metaminds Software | — |
| | |
Metaminds Technologies |
| |
| |
Metaminds Global |
| |
| |
Offshore software development services from |
| |||
Metaminds Software | — |
| | |
Metaminds Technologies |
| |
| |
Metaminds Global |
| |
| |
Interest Income from Mondee Group Loan(b) |
| |
| |
Service fee from Mondee Group LLC(a) |
| |
| — |
Rent expense – from Mike Melham(d) |
| |
| |
| (a) | Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC, in exchange for a service fee equal to |
| (b) | The Company has a secured promissory note receivable from Mondee Group LLC, bearing an interest rate of |
| (c) | The Company has a note payable to the CEO amounting to $ |
| (d) | The Company currently rents |
10. | SEGMENT INFORMATION |
We have the following reportable segments: Travel Marketplace and SAAS Platform. These reportable segments offer different products and services and are managed separately because the nature of products and services, and methods used to distribute the services are different. Our primary operating metric is Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and
F-58
Mondee Holdings II, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)
Amortization). Assets, liabilities and expenses are reviewed on an entity-wide basis by the CODM, and hence are not allocated to these reportable segments. Segment revenue is reported and reviewed by the CODM on a monthly basis.
Such amounts are detailed in our segment reconciliation below.
Three Months Ended March 31, 2022 | |||||||||
| Travel Marketplace |
| SAAS Platform |
| Total | ||||
Third-party revenue | $ | | $ | | $ | | |||
Intersegment revenue | — | — | — | ||||||
Revenue | $ | | $ | | $ | | |||
Adjusted EBITDA | $ | | $ | ( | $ | | |||
Depreciation and amortization |
| ( |
| ( |
| ( | |||
Stock-based compensation |
| ( |
| — |
| ( | |||
Operating loss | $ | | $ | ( | $ | ( | |||
Other expense, net |
|
|
| ( | |||||
Loss before income taxes |
|
|
| ( | |||||
Provision for income taxes |
|
|
| ( | |||||
Net loss |
|
| $ | ( | |||||
Three Months Ended March 31, 2021 | |||||||||
| Travel Marketplace |
| SAAS Platform |
| Total | ||||
Third-party revenue | $ | | $ | | $ | | |||
Intersegment revenue | — | — | — | ||||||
Revenue | $ | | $ | | $ | | |||
Adjusted EBITDA | $ | ( | $ | ( | $ | ( | |||
Depreciation and amortization |
| ( |
| ( |
| ( | |||
Stock-based compensation |
| — |
| — |
| — | |||
Operating loss | $ | ( | $ | ( | $ | ( | |||
Other expense, net |
|
|
| ( | |||||
Loss before income taxes |
|
|
| ( | |||||
Provision for income taxes |
|
|
| ( | |||||
Net loss |
|
| $ | ( | |||||
Geographic information
The following table represents revenue by geographic area, the United States, and all other countries, based on the geographic location of the Company’s subsidiaries.
Three Months Ended March 31, | ||||||
| 2022 |
| 2021 | |||
United States | $ | | $ | | ||
International |
| |
| | ||
$ | | $ | | |||
As of March 31, 2022, and December 31, 2021, long-lived assets located outside of the United States were not material.
F-59
Mondee Holdings II, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)
11.COMMON STOCK
Class A — Common stock
The total number of capital stock the Company has authority to issue is
Voting
Each holder of common stock is entitled to
Liquidation
In the event of liquidation of the Company, the holders of common stock shall be entitled to receive all the remaining assets of the Company, after distribution of all preferential amounts, if any. Such amounts will be in proportion to the number of equity shares held by the shareholders.
12.STOCK-BASED COMPENSATION
The Parent may, subject to the approval of the Board of Managers, issue its Class A, B, C, D or F Holdings units to employees, officers, directors, consultants or other service providers of the Company in exchange for services rendered. Specific terms and conditions of such issuances are to be established by the Board of Managers of the Parent.
In February 2021, the Parent’s Board of Managers approved the amended and restated 2013 Class D Incentive Unit Plan. The plan authorizes
There were
As of March 31, 2022, the total unrecognized stock-based compensation expense related to the incentive units outstanding was $
The per unit fair value of Class D incentive awards granted during the year ended December 31, 2021 ranged between $
|
|
| |
2021 Grants |
| ||
Expected term (in years) |
| ||
Risk-free interest rate |
| ||
Expected volatility |
| ||
Expected dividend rate |
| ||
Weighted average contractual life |
|
F-60
Mondee Holdings II, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(In thousands, except stock, units and par value data)
(unaudited)
The per unit fair value of the Class D incentive awards granted prior to fiscal year 2021 were estimated at the date of grant using “the Black-Scholes” option pricing model, using the following assumptions:
2018 Grants |
| ||
Expected term (in years) |
| ||
Risk-free interest rate |
| ||
Expected volatility |
| ||
Expected dividend rate |
| ||
Weighted average contractual life |
|
The following table summarizes the Incentive Units activity for the periods from December 31, 2021 through March 31, 2022:
| Weighted |
| ||||||
Weighted | average | |||||||
Number of Class D | average grant | remaining | ||||||
Incentive Units | date fair | contractual | Weighted average | |||||
| Outstanding |
| value of units |
| life (Years) |
| exercise price | |
Unvested – December 31, 2021 |
| |
| |
|
| | |
Granted | — | — | ||||||
Vested | ( | | ||||||
Forfeited or canceled |
| ( |
| — |
|
|
|
|
Unvested – March 31, 2022 |
| |
| |
|
| |
13.SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred through May 19, 2022, which represents the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.
Related Party Agreement
The Mondee Group LLC (“Borrower”) promissory note was amended on May 18, 2022. Per the amendment, the principal and interest owing may be repaid, at the election of the Borrower, in cash or units of Mondee Holdings LLC (“Holdings”), or any securities received in redemption of, as a distribution on or in exchange for the units of Holdings in connection with the closing of the transactions contemplated by the Business Combination Agreement, dated December 20, 2021, among Mondee Holdings II, Inc., Ithax Acquisition Corp., Ithax Merger Sub I, LLC and Ithax Merger Sub II, LLC, or a combination thereof.
F-61
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholder of Mondee Holdings II, Inc. and Subsidiaries
Opinion on the consolidated financial statements
We have audited the accompanying consolidated balance sheets of Mondee Holdings II, Inc. and Subsidiaries (the Company) as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive loss, stockholder’s equity (deficit), and cash flows for each of the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ KNAV P.A.
KNAV P.A.
We have served as the Company’s auditor since 2021.
Atlanta, Georgia
March 19, 2022
F-62
Mondee Holdings II, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except units and par value data)
As of December 31, | ||||||
| 2021 |
| 2020 | |||
Assets | ||||||
Current assets: |
|
|
|
| ||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash and cash equivalents |
| — |
| | ||
Restricted short-term investments |
| |
| | ||
Accounts receivable, net of allowance of $ |
| |
| | ||
Contract assets, net of allowance of $ |
| |
| | ||
Prepaid expenses and other current assets |
| |
| | ||
Total current assets |
| |
| | ||
Property and equipment, net |
| |
| | ||
Goodwill |
| |
| | ||
Intangible assets, net |
| |
| | ||
Loan receivable from related party |
| |
| | ||
Other non-current assets |
| |
| | ||
TOTAL ASSETS | $ | | $ | | ||
Liabilities and Stockholder’s (Deficit) Equity |
|
|
|
| ||
Current liabilities |
|
|
|
| ||
Accounts payable | $ | | $ | | ||
Amounts payable to related parties |
| |
| | ||
Paycheck Protection Program (PPP) and other government loans, current portion |
| |
| — | ||
Accrued expenses and other current liabilities |
| |
| | ||
Deferred revenue |
| |
| | ||
Long-term debt, current portion |
| |
| | ||
Total current liabilities |
| |
| | ||
Deferred income taxes |
| |
| | ||
Note payable to related party |
| |
| | ||
PPP and other government loans excluding current portion |
| |
| | ||
Long-term debt excluding current portion |
| |
| | ||
Deferred revenue excluding current portion |
| |
| | ||
Other long-term liabilities |
| |
| | ||
Total liabilities |
| |
| | ||
Commitments and contingencies (Note 11) |
|
| ||||
Stockholder’s (deficit) equity: |
|
|
|
| ||
Common stock – $ |
| — |
| — | ||
Additional paid-in capital |
| |
| | ||
Accumulated other comprehensive (loss) income |
| ( |
| | ||
Accumulated deficit |
| ( |
| ( | ||
Total stockholder’s (deficit) equity |
| ( |
| | ||
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) | $ | | $ | | ||
The accompanying notes are an integral part of these consolidated financial statements.
F-63
Mondee Holdings II, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands)
For the year ended December 31, | ||||||
| 2021 |
| 2020 | |||
Revenues, net | $ | | $ | | ||
Operating expenses: |
|
|
|
| ||
Marketing expenses |
| |
| | ||
Sales and other expenses, including non-employee stock-based compensation of $ |
| |
| | ||
Personnel expenses, including stock-based compensation of $ |
| |
| | ||
General and administrative expenses |
| |
| | ||
Information technology expenses |
| |
| | ||
Provision for doubtful accounts receivable and contract assets |
| |
| | ||
Depreciation and amortization |
| |
| | ||
Total operating expenses |
| |
| | ||
Loss from operations |
| ( |
| ( | ||
Other income (expense): |
|
|
|
| ||
Interest income |
| |
| | ||
Interest expense |
| ( |
| ( | ||
Gain on forgiveness of PPP loan |
| |
| — | ||
Other income (expense), net |
| |
| ( | ||
Total other expense, net |
| ( |
| ( | ||
Loss before income taxes |
| ( |
| ( | ||
(Provision for) Benefit from income taxes |
| ( |
| | ||
Net loss | $ | ( | $ | ( | ||
The accompanying notes are an integral part of these consolidated financial statements.
F-64
Mondee Holdings II, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Loss
(In thousands)
For the year ended December 31, | ||||||
| 2021 |
| 2020 | |||
Net loss | $ | ( | $ | ( | ||
Other comprehensive (loss) income, net of tax: |
|
|
|
| ||
Currency translation adjustment |
| ( |
| | ||
Comprehensive loss | $ | ( | $ | ( | ||
The accompanying notes are an integral part of these consolidated financial statements.
F-65
Mondee Holdings II, Inc. and Subsidiaries
Consolidated Statements of Stockholder’s Equity (Deficit)
For the Years Ended December 31, 2021 and 2020
(In thousands, except stock and par value data)
Accumulated | |||||||||||||||||
| Other | ||||||||||||||||
| Additional |
| Comprehensive |
| Total | ||||||||||||
| Common Stock |
| Paid-in- |
| Income |
| Accumulated |
| Stockholder’s | ||||||||
| Shares |
| Amount |
| Capital |
| (Loss) |
| Deficit |
| Equity (Deficit) | ||||||
Balance at December 31, 2019 |
| | $ | — | $ | | $ | | $ | ( | $ | ( | |||||
Stock based compensation |
| — |
| — |
| |
| — |
| — |
| | |||||
Parent unit issued for acquisition of CTS (refer note 8) |
| — |
| — |
| |
| — |
| — |
| | |||||
Parent put options issued for acquisition of CTS (refer note 8) |
| — |
| — |
| |
| — |
| — |
| | |||||
Parent unit issued for acquisition of Rocketrip (refer note 8) |
| — |
| — |
| |
| — |
| — |
| | |||||
Parent put options issued for acquisition of Rocketrip (refer note 8) |
| — |
| — |
| |
| — |
| — |
| | |||||
Parent unit issued to lenders (refer note 7) |
| — |
| — |
| |
| — |
| — |
| | |||||
Capital contribution from Parent | — |
| — |
| |
| — |
| — |
| | ||||||
Currency translation adjustments |
| — |
| — |
| — |
| |
| — |
| | |||||
Net loss |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
Balance at December 31, 2020 |
| | $ | — | $ | | $ | | $ | ( | $ | | |||||
Stock based compensation |
| — |
| — |
| |
| — |
| — |
| | |||||
Currency translation adjustment | — |
| — |
| — |
| ( |
| — |
| ( | ||||||
Net loss |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
Balance at December 31, 2021 |
| | $ | — | $ | | $ | ( | $ | ( | $ | ( | |||||
The accompanying notes are an integral part of these consolidated financial statements.
F-66
Mondee Holdings II, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2021 and 2020
(In thousands)
| For the year ended December 31, | |||||
| 2021 |
| 2020 | |||
Cash flows from operating activities | ||||||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
| ||
Depreciation and amortization |
| |
| | ||
Deferred taxes |
| |
| ( | ||
Provision for doubtful accounts receivable and contract assets |
| |
| | ||
Stock-based compensation |
| |
| | ||
Amortization of loan origination fees |
| |
| | ||
Payment in kind interest expense |
| |
| | ||
Gain on forgiveness of PPP Loan |
| ( |
| — | ||
Change in the estimated fair value of earn-out consideration |
| |
| ( | ||
Changes in operating assets and liabilities |
|
|
|
| ||
Accounts receivable |
| ( |
| | ||
Contract assets |
| |
| | ||
Prepaid expenses and other current assets |
| |
| | ||
Other non-current assets |
| ( |
| | ||
Amounts payable to related parties, current portion |
| ( |
| — | ||
Accounts payable |
| |
| ( | ||
Accrued expenses and other current liabilities |
| |
| | ||
Deferred revenue |
| ( |
| | ||
Net cash used in operating activities |
| ( |
| ( | ||
Cash flows from investing activities |
|
|
|
| ||
Capital expenditure |
| ( |
| ( | ||
Cash paid for the acquisition; net of cash acquired |
| — |
| ( | ||
Purchase of restricted short-term investments |
| — |
| ( | ||
Sale of restricted short-term investments |
| |
| | ||
Net cash used in investing activities |
| ( |
| ( | ||
Cash flows from financing activities |
|
|
|
| ||
Repayments of long-term debt |
| ( |
| ( | ||
Proceeds from issuance of long-term debt |
| — |
| | ||
Loan origination fees for long-term debt |
| ( |
| ( | ||
Proceeds from PPP and other government loans |
| |
| | ||
Capital contribution from Parent |
| — |
| | ||
Repayment of Related Party Loan |
| — |
| ( | ||
Net cash provided by financing activities |
| |
| | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
| ( |
| | ||
Net increase (decrease) in cash, cash equivalents and restricted cash |
| ( |
| | ||
Cash, cash equivalents and restricted cash at beginning of year |
| |
| | ||
Cash, cash equivalents and restricted cash at end of year | $ | | $ | | ||
Supplemental disclosures of cash flow information: |
|
|
|
| ||
Cash paid during the year for interest | $ | | $ | | ||
Cash paid during the year for income taxes | $ | | $ | | ||
Supplemental schedule of noncash investing and financing activities |
|
|
|
| ||
Fair value of Parent units and Put Options in connection with acquisition of CTS | $ | — | $ | | ||
Fair value of Parent units and Put Options in connection with acquisition of Rocketrip | $ | — | $ | | ||
Fair value of Parent units issued to lenders | $ | — | $ | | ||
The accompanying notes are an integral part of these consolidated financial statements.
F-67
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
1. | NATURE OF OPERATIONS |
Mondee Holdings II, Inc., a wholly owned subsidiary of Mondee Holdings, LLC (“Holdings”, “Parent”), is a Delaware corporation formed on April 25, 2012. We refer to Mondee Holdings II, Inc. and its subsidiaries collectively as “Mondee,” the “Company,” “us,” “we” and “our” in these consolidated financial statements. Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. Mondee provides state-of-the art technologies, operating systems and services that modernize travel market transactions to better serve travelers seeking enhanced life-style choices directly or through travel affiliates. These technology-led platforms, combined with Mondee’s distribution network, access to global travel inventory and its extensive, negotiated travel content, create a modern travel marketplace. The Company believes this modern travel marketplace provides enhanced options to the increasingly discerning traveler, on efficient consumer- friendly distribution platforms that support its travel supplier partners in utilizing highly perishable travel inventory. In addition to the rapid development of a modern travel marketplace, Mondee is increasingly focused on expanding its marketplace to the gig economy segment of the travel market. The Company believes gig workers are seeking more flexible, diverse content travel services and that its platform is well suited to serve them. The Company also offers a new subscription incentive-based behavioral change platform that is designed to be user-friendly to make booking business trips rewarding for both the traveler and the corporation.
Basis of presentation
The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Revisions of Previously Issued Financial Statements
During the preparation of the consolidated financial statements for year 2021, we identified a misstatement related to the related party disclosure in previously issued financial statements for the years ended December 31, 2020 and December 31, 2019. The previously disclosed related party transaction and balances at year end with respect to affiliate entities were not bifurcated between the three legal entities operating under the same brand name. This misstatement only impacted the footnote disclosure and did not impact previously reported consolidated financial statements.
We assessed the materiality of the misstatement and concluded it was not material to the Company’s previously issued consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and that amendments of previously issued financial statements were therefore not required. However, we elected to revise the previously reported amounts in the related party disclosure to bifurcate the transactions for the year ended and balances as at year end between the three legal entities. The revision applies to the previously reported amounts for related party transactions for the year ended December 31, 2020.
F-68
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Special Purpose Acquisition Company
In December 2021, the Company entered into an agreement and plans to merge (“the Merger”) with a subsidiary of ITHAX Acquisition Corp. (“ITHAX”), a publicly traded special purpose acquisition company. The Company’s existing shareholders will retain
Going concern
The Company has prepared its consolidated financial statements assuming that the Company will continue as a going concern. As of December 31, 2021, the Company is required to make debt repayments aggregating to $
In December 2021, the Company entered the Merger with ITHAX, see above for further details. Upon the consummation of the Merger, the Company’s future reported cash balance is estimated to increase by $
COVID-19
During 2020, the COVID-19 pandemic has severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. The spread of new variants of COVID-19 has caused uncertainty as to when restrictions will be lifted, if additional restrictions may be initiated or reimposed, if there will be permanent changes to travel behavior patterns, and the timing of distribution and administration of COVID-19 vaccines and other medical interventions globally. Overall, the full duration and total impact of COVID-19 remains uncertain, and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward.
Even though there have been some improvements in the economic and operating conditions for our business since the outset of the COVID-19 pandemic, we cannot predict the long-term effects of the pandemic on its business or the travel and restaurant industries as a whole. If the travel industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to our operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers.
F-69
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Given the severe downturn in the global travel industry and the financial difficulties faced by many of our travel service providers, customers and marketing affiliates, we have increased our provision for allowance for doubtful accounts on receivables from our travel service providers and marketing affiliates. Moreover, due to the high level of cancellations of existing reservations, we have incurred, and may continue to incur, higher than normal cash outlays on chargebacks for prepaid reservations, including certain situations where we have already transferred the prepayment to the travel service provider. Any material increases in our allowance for doubtful accounts and chargebacks would have a corresponding adverse effect on our results of operations and related cash flows.
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Use of estimates
The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, acquisition purchase price allocations, the valuation of intangible and other long- lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies.
The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.
Cash, cash equivalents, restricted cash, and restricted short-term investments
We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and various deposit accounts.
We record certificate of deposits (“CDs”) with original maturities greater than three months as short-term investments on the consolidated balance sheets. These investments are held to maturity and recorded at amortized cost basis.
We have entered into agreements with financial institutions to extend letters of credit to certain airlines and the Airlines Reporting Corporation (“ARC”). These letters of credit are extended to secure payment for the potential purchase of airline tickets in the ordinary course of business. We have placed short-term certificates of deposits and investment in money market funds with financial institutions as collateral under these arrangements and accordingly they have been presented as ‘restricted short-term investments’ and ‘restricted cash and cash equivalents’, respectively, on the consolidated balance sheets.
The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows:
As of December 31, | ||||||
| 2021 |
| 2020 | |||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash |
| — |
| | ||
$ | | $ | | |||
F-70
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Accounts receivable and allowance for doubtful accounts
Accounts receivable from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. The allowance for doubtful accounts and contract assets was estimated based on historical experience, aging of the receivable, credit quality of the customers, economic trends and other factors that may affect our ability to collect from customers.
Property and equipment
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis using mid-month convention over the estimated useful lives of the related assets. Repairs and maintenance expenditures are expensed as incurred. Leasehold improvements are amortized over the shorter of the useful life or lease term.
Our property and equipment are assigned the following useful lives:
| Useful Lives | |
Computer equipment |
| |
Furniture and office equipment |
| |
Capitalized software |
|
Website and internal-use software development costs
Acquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements which is considered to be
Business combination
The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in our consolidated statements of operations. Identifiable assets (including intangible assets) and liabilities assumed (including contingent liabilities) are measured initially at their fair values at the acquisition date. We recognize goodwill if the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires us to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. Our estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. We include the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date.
Our acquisitions include an earn-out consideration as part of the purchase price that is classified as a liability. The fair value of the earn-out consideration is estimated as of the acquisition date based on our estimates and assumptions, including valuations that utilize customary valuation procedures and technique. The fair value measurement includes inputs that are Level 3 measurement
F-71
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
(unobservable inputs in which little or no market data exists). Should actual results increase or decrease as compared to the assumption used in our analysis, the fair value of the earn-out consideration obligations will increase or decrease, as applicable. Changes in the fair value of the earn-out consideration are recorded within operating expenses.
Recoverability of goodwill and indefinite-lived intangible assets
Goodwill is not subject to amortization and is tested annually or more when events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we typically perform our qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the goodwill is more likely than not impaired. If a quantitative assessment is made we compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit’s carrying amount over its fair value.
We generally base our measurement of fair value of reporting units, on a blended analysis of the present value of future discounted cash flows and market valuation approach. The discounted cash flows model indicates the fair value of the reporting units based on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: our weighted average cost of capital; long-term rate of growth and profitability of our business; and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison of the Company to comparable publicly traded firms in similar lines of business. Our significant estimates in the market approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting units.
We believe the weighted use of discounted cash flows and market approach is the best method for determining the fair value of our reporting units because these are the most common valuation methodologies used within the travel and internet industries; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis.
In our evaluation of our indefinite-lived intangible assets, we typically first perform a qualitative assessment prior to performing the quantitative analysis, to determine whether the fair value of the indefinite- lived intangible asset is more likely than not impaired. An impairment charge is recorded for the excess of the carrying value of indefinite-lived intangible assets over their fair value, if necessary. We base our measurement of fair value of indefinite-lived intangible assets, which consist of trade name, using the relief- from-royalty method. This method assumes that the trade name has value to the extent that its owner is relieved of the obligation to pay royalties for the benefits received from them.
Intangible assets
Intangible assets are amortized over the period of estimated benefit using the straight-line method, as the consumption pattern of the asset is not apparent.
| Amortization Period | |
Covenants not to compete |
| |
Trade name with definite life |
| |
Acquired technology |
| |
Customer relationships |
| |
Supplier relationships |
| |
Developed technology |
|
Recoverability of intangible assets with definite lives and other long-lived assets
Intangible assets with definite lives and other long-lived assets are carried at cost and are amortized on a straight-line basis over their estimated useful lives of to
F-72
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we will assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value.
Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell.
Revenue recognition
Our revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel suppliers through our platforms. These services are primarily related to reservation of airline tickets. It also includes, to a lesser extent, services related to reservation of hotel accommodation, rental car, travel insurance and other travel products and services. While we generally refer to a consumer that books travel reservation services on our platforms as our customer, for accounting purposes; our customers are the travel suppliers. Our contracts with travel suppliers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to us. Therefore, we are an agent in a transaction and our revenues are presented on a net basis (that is, the amount billed to a traveler less the amount paid to a travel supplier) in the consolidated statements of operations. Our revenue is earned through service fees, margins and commissions.
We earn incentives from airline companies which are recognized based on the achievement of targets set by contract, that mainly relate to the amount of airline ticket bookings that have been flown, and consequently are not subject to cancellation. We also receive incentives from our Global Distribution System (“GDS”) service providers based on the volume of segment bookings mediated by us through the GDS systems. In addition to the above travel-related revenue, we also generate revenue from incentives received from credit card companies for ancillary services based on the volume of transaction amount processed by us.
Revenue from service fee, margin and commission on sale of airline tickets is recognized when the traveler books the airline ticket as the performance obligation is satisfied by us on issuance of an airline ticket to the traveler. Revenue is recorded net of cancellation, refunds and chargebacks. In the event of cancellation of airline tickets, revenue recognized in respect of commissions and margins earned by us on such tickets is reversed and is netted off from the revenue earned during the fiscal period at the time the cancellation is made by the customers.
Revenue from commission and margin on other travel products and services is recognized when the traveler completes the reservation as our performance obligation is satisfied at that point.
Revenue relating to contracts with travel suppliers which include incentive payments from airline companies and GDS are accounted for as variable consideration when the amount of revenue to be recognized can be estimated to the extent that it is probable that a significant reversal of any incremental revenue will not occur. This revenue is recognized net off cancellations, refunds and shortfall penalty fees, as applicable, at a time when performance targets are achieved.
When an airline ticket is purchased, there is a risk of customer chargebacks including those related to fraud. We record estimates for chargebacks of our fees or margin or commission earned upon sale of airline tickets as variable consideration. We record estimates for losses related to chargebacks of the cost of tickets as an operating expense classified within sales and other expense. Reserves are recorded based on our assessment of various factors, including the amounts of actual chargeback activity during the current year.
F-73
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Our ‘Rocketrip’ platform offers a corporate travel cost savings solution through its technology platform. We generate subscription and set-up revenue from customers who are provided access to our platform as software-as-a-service. Revenue is recognized over the term of the contract.
‘Tripplanet’ is an end-to-end business travel platform for small to medium sized businesses, membership organizations, associations, educational institutions, and NGOs. The platform combines Mondee’s global content hub, marketplace, and conversational commerce engine to provide organizations discounted rates for airfare, hotels, and cars using our private platform. Individuals within these organizations can also utilize the platform for leisure travel. The platform is set up as a subscription base service where revenue is recognized over the term of the contract. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied.
‘Unpub’ provides consumer groups access to a subscription based private membership travel platform where they can purchase flights, reserve hotel rooms and rental cars, and receive member benefits. Revenue related to the subscription platform is recorded over the contract period. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied.
Sales and other expenses
Sales and other expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations, fraud protection services and other services; (3) customer relations costs and (4) customer chargeback provisions.
Personnel expenses
Personnel expenses consist of compensation to the Company’s personnel, including salaries, stock- based compensation, bonuses, payroll taxes and employee health and other benefits.
Marketing expenses
We report advertising and affiliate marketing costs under “Marketing expenses” in the consolidated statements of operations.
Advertising costs are expensed as incurred. These costs primarily consist of direct costs from search engines and internet portals, television, radio and print spending, private label, public relations, and other costs. The Company incurred advertising expenses of approximately $
The Company makes use of affiliate marketing to promote airline ticket sales and generate bookings through its websites and platform. The platform provides affiliates with technology and access to a wide range of products and services. The Company pays commission to third party affiliates for the bookings originated through the Company’s websites and platform based on targeted merchandising and promotional strategies implemented by the Company from time to time.
Information technology
Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and web hosting costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company’s services.
F-74
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Debt issuance costs and debt discounts
Debt issuance costs include costs incurred in connection with the issuance of debt, which are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability and are amortized over the term of the debt to interest expense. Debt issuance costs of the revolving credit facility are amortized on a straight-line basis, while all other debt issuance costs are amortized using the effective interest method. Debt discounts incurred in connection with the issuance of debt have been reported as a direct deduction to the carrying value of debt and are being amortized to interest expense using the effective interest method. Amortization of debt issuance costs and debt discounts included in interest expense was $
Stock-based compensation
The Company’s employees and independent consultants participate in Parent’s stock-based compensation plans. Stock-based compensation expense has been allocated by the Company based on the awards and terms granted to the Company’s employees and independent consultants. The fair value of awards in the Parent issued to the Company’s employees are treated as capital contributions and the associated stock-based compensation expense are expensed on the Company’s Statements of Operations.
The Company accounts for stock-based awards in accordance with ASC 718, Compensation — Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values. The Company uses the estimated grant date calculated fair value method of accounting for all share based payment awards. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of
The Company estimates the fair value of awards using the Black-Scholes option pricing model. The model requires management to make a number of assumptions including expected volatility, expected term, risk free interest rate and expected dividends. The fair value of the awards is expensed over the related service period which is typically the vesting period.
Equity based compensation expense is based on awards that are expected to vest. The Company accounts for forfeitures as they occur. The Company evaluates the assumptions used to value its share based awards on an annual basis.
Employee benefits
Contributions to defined contribution plans are charged to the consolidated statements of operations in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are recognized in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recognized as a component of net periodic cost. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions. These assumptions may not be within the control of the Company and accordingly it is reasonably possible that these assumptions could change in future periods. The Company reports the net periodic cost under personnel expenses on the consolidated statement of operations.
The Company recognizes its liabilities for compensated absences depending on whether the obligation is attributable to employee services already rendered, rights to compensated absences vest or accumulate and payment is probable and estimable.
F-75
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Income taxes
The Company is subject to payment of federal and state income taxes in the U.S. and other forms of income taxes in other jurisdictions. Consequently, the Company determines its consolidated provision for income taxes based on tax obligations incurred using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, the Company believes it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods.
The Company evaluates uncertain tax positions to determine if it is more likely than not that they would be sustained upon examination. The Company records a liability when such uncertainties fail to meet the more likely than not threshold.
A US shareholder is subject to current tax on “global intangible low-taxed income” (GILTI) of its controlled foreign corporations (CFCs). The Company is subject to tax under GILTI provisions and includes its CFCs income in its US income tax provision in the period the CFCs earn the income.
Foreign currency translation
The assets and liabilities of subsidiaries whose functional currency is other than the U.S. dollar are translated at the period end rate of exchange. Consolidated statements of operations items are translated at the average rates prevailing during the period. The resulting translation adjustment is recorded as a component of accumulated other comprehensive income (loss) and is included in consolidated statements of stockholder’s equity (deficit).
Foreign currency transactions
Transactions in foreign currencies are translated into the functional currency at the rates of exchange prevailing at the date of the transaction. Monetary items denominated in foreign currency remaining unsettled at the end of the year are translated at the closing rates as of the last day of the year. Gains or losses, if any, on account of exchange difference either on settlement or translation are recognized in consolidated statements of operations. Foreign currency transaction gains and losses will be included in “Other income (expense), net” in the Company’s consolidated statements of operations.
Comprehensive loss
Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss includes gains and losses on foreign currency translation.
Segment reporting
We identify a business as an operating segment if: i) it engages in business activities from which it may earn revenues and incur expenses; ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer (‘CEO’), to make decisions about resources to be allocated to the segment and assess its performance; and iii) it has available discrete financial information. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. Operating segments are aggregated into a reportable segment if the operating segments are determined to have similar economic characteristics and if the operating segments are similar in the following areas: i) nature of products and services; ii) nature of production processes; iii) type or class of customer for their products and services; iv) methods used to distribute the products or provide services; and v) if applicable, the nature of the regulatory environment.
F-76
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
We have
Fair value measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows:
| ● | Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. |
| ● | Level 2 — Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets, but corroborated by market data. |
| ● | Level 3 — Unobservable inputs that are supported by little or no market activity and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. |
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market.
Certain risks and concentrations
Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services.
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. The Company does not consider there to be significant concentration of credit risk relating to accounts receivables. The Company’s cash and cash equivalents and restricted cash are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprise of amounts due from affiliates, airline companies and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts.
F-77
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Contingent liabilities
Loss contingencies arise from claims and assessments and pending or threatened litigation that may be brought against the Company by individuals, governments, or other entities. Based on the Company’s assessment of loss contingencies at each consolidated balance sheet date, a loss is recorded in the consolidated financial statements if it is probable that an asset has been impaired, or liability has been incurred and the amount of the loss can be reasonably estimated. If the amount cannot be reasonably estimated, we disclose information about the contingency in the consolidated financial statements. We also disclose information in the consolidated financial statements about reasonably possible loss contingencies.
The Company will review the developments in the contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed. The Company will adjust provisions and changes to its disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of loss. These estimates have been based on our assessment of the facts and circumstances at each consolidated balance sheet date and are subject to change based on new information and future events.
Outcomes of litigation and other disputes are inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, the consolidated results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
Recently adopted accounting policies
In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The intent of this pronouncement is to align the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software as defined in ASC 350-40. Under ASU 2018-15, the capitalized implementation costs related to a cloud computing arrangement will be amortized over the term of the arrangement and all capitalized implementation amounts will be required to be presented in the same line items of the Consolidated financial statements as the related hosting fees. ASU 2018-15 is effective for public and private companies’ fiscal years beginning after December 15, 2019, and December 15, 2020, respectively, and interim periods within those fiscal years, with early adoption permitted. The Company adopt ASU 2018-15 under the private company transition guidance as of January 1, 2021. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements.
Recent accounting pronouncements not yet adopted
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires a lessee to recognize in the Consolidated balance sheet a liability to make lease payments (the lease liability) and a right- to-use asset representing its right to use the underlying asset for the lease term. This ASU is effective for public and private companies’ fiscal years beginning after December 15, 2018, and December 15, 2021, respectively, with early adoption permitted. The Company expects to adopt ASU 2016-02 beginning January 1, 2022 and is currently evaluating the impact on the Company’s consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for public and private companies’ fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and December 15, 2022, respectively. The Company is currently evaluating the impact on the Company’s consolidated financial statements.
F-78
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
In August 2020, the FASB issued ASU no. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU eliminates two models in ASC 470-20 for convertible instruments that require separate accounting for embedded conversion features namely cash conversion model and beneficial conversion feature model. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares. The ASU is effective for the Company for fiscal years beginning after December 15, 2021, including interim periods therein. Early adoption is permitted. The Company is currently evaluating the impact that adopting this standard will have on the consolidated financial statements.
In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). This guidance clarifies certain aspects of the current guidance to promote consistency among reporting of an issuer’s accounting for modifications or exchanges of freestanding equity- classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for all entities, including adoption in an interim period. The Company is currently evaluating the potential impact of this adoption on its consolidation financial statements.
3. | FAIR VALUE MEASUREMENT |
The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period.
The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis:
December 31, 2021 | ||||||||||||
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Assets |
| |||||||||||
Restricted cash and cash equivalents(1) |
| — |
| — |
| — |
| — | ||||
Total assets | $ | — | $ | — | $ | — | $ | — | ||||
Liabilities |
|
|
|
|
|
|
|
| ||||
Earn-out consideration(2) |
| — | $ | — | $ | | $ | | ||||
December 31, 2020 | ||||||||||||
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Assets | ||||||||||||
Restricted cash and cash equivalents(1) |
| |
| — |
| — |
| | ||||
Total assets | $ | | $ | — | $ | — | $ | | ||||
Liabilities | ||||||||||||
Earn-out consideration(2) | $ | — | $ | — | $ | | $ | | ||||
| (1) | Includes money market funds that are highly liquid investments with maturity periods of |
| (2) | The earn-out consideration represents arrangements to pay the former owners of LBF, acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $ |
F-79
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
For Level 3 earn-out consideration, the Company assesses the fair value of expected earn-out consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earn-out consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earn- out. The earn-out consideration is included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. Change in the fair value of earn-out consideration is reflected in our consolidated statements of operations. Changes to the unobservable inputs do not have a material impact on the Company’s consolidated financial statements.
Rollforward of Level 3 Recurring Fair Value Measurements
The following table summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (in thousand):
For the Year Ended December 31, | ||||||
| 2021 |
| 2020 | |||
Balance, beginning of year | $ | | $ | | ||
Change in the estimated fair value of earn-out consideration |
| |
| ( | ||
Balance, end of year | $ | | $ | | ||
The fair value of Company’s short term financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated their carrying values as of December 31, 2021, and 2020, due to their short-term nature. The Company records restricted short-term investments and long-term debt due from related parties on an amortized cost basis.
There were
Assets Measured at Fair Value on a Nonrecurring Basis
Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur.
As of December 31, 2021 and 2020 the Company has not recorded any impairment chargers on non-financial assets.
F-80
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
4. | PROPERTY AND EQUIPMENT, NET |
Property and equipment, net consisted of the following:
As of December 31, | ||||||
| 2021 |
| 2020 | |||
Capitalized software | $ | | $ | | ||
Computer equipment |
| |
| | ||
Furniture and office equipment |
| |
| | ||
Leasehold improvements |
| |
| | ||
Capitalized software development in process |
| |
| | ||
Total property and equipment |
| |
| | ||
Less: accumulated depreciation and amortization |
| ( |
| ( | ||
Total property and equipment, net | $ | | $ | | ||
Depreciation and amortization expense was $
5. | GOODWILL AND INTANGIBLE ASSETS, NET |
The following table presents our goodwill and intangible assets as of December 31, 2021 and 2020,
As of December 31, | ||||||
2021 | 2020 | |||||
Goodwill |
| $ | |
| $ | |
Intangible assets with indefinite lives |
| |
| | ||
Intangible assets with definitive lives, net |
| |
| | ||
Impairment Assessments. We perform the assessment of possible impairment of goodwill and indefinite- lived intangible assets on an annual basis or more frequently if events and circumstances indicate that an impairment may have occurred. During 2021 and 2020, there were
Goodwill. The following table presents the changes in goodwill by reportable segment:
| Travel |
| SAAS |
|
| ||||
Marketplace | Platform | Total | |||||||
Balance as of December 31, 2019 | $ | | $ | — | $ | | |||
Additions |
| |
| |
| | |||
Impairment charges |
| — |
| — |
| — | |||
Balance as of December 31, 2020 |
| |
| |
| | |||
Additions |
| |
| |
| | |||
Impairment charges |
| — |
| — |
| — | |||
Balance as of December 31, 2021 | $ | | $ | | $ | | |||
Indefinite-lived Intangible Assets. Our indefinite-lived intangible assets relate to trade names acquired in various acquisitions during the years ended December 31, 2020 and December 31, 2019.
F-81
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Definite life Intangible assets, net consisted of the following as of December 31, 2021:
Weighted- | ||||||||||||
average | ||||||||||||
Remaining |
| Gross |
|
| ||||||||
Useful Life | Carrying | Accumulated | Net Carrying | |||||||||
(in years) | Amount | Amortization | Amount | |||||||||
Customer relationships |
| $ | | $ | ( | $ | | |||||
Trade name |
|
| |
| ( |
| | |||||
Acquired technology |
| — |
| |
| ( |
| — | ||||
Supplier relationships |
|
| |
| ( |
| | |||||
Developed technology |
|
| |
| ( |
| | |||||
Covenants not to compete |
| — |
| |
| ( |
| — | ||||
Balances as of December 31, 2021 | $ | | $ | ( | $ | | ||||||
Definite life intangible assets, net consisted of the following as of December 31, 2020:
| Weighted- |
|
|
|
|
|
| |||||
average | ||||||||||||
Remaining | Gross | |||||||||||
Useful Life | Carrying | Accumulated | Net Carrying | |||||||||
(in years) | Amount | Amortization | Amount | |||||||||
Customer relationships |
| $ | | $ | ( | $ | | |||||
Trade name |
|
| |
| ( |
| | |||||
Acquired technology |
|
| |
| ( |
| | |||||
Supplier relationships |
|
| |
| ( |
| | |||||
Developed technology |
|
| |
| ( |
| | |||||
Covenants not to compete |
|
| |
| ( |
| — | |||||
Balances as of December 31, 2020 | $ | | $ | ( | $ | | ||||||
Amortization expense for intangible assets was $
The estimated future amortization expense related to intangible assets with definite lives is as follows:
Year ending December 31, |
|
| |
2022 | $ | | |
2023 |
| | |
2024 |
| | |
2025 |
| | |
2026 |
| | |
Thereafter |
| | |
$ | |
F-82
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
6. | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
Accrued expenses and other current liabilities consisted of the following:
As of December 31, | ||||||
2021 | 2020 | |||||
Accrued expenses |
| $ | |
| $ | |
Provision for chargebacks |
| |
| | ||
Accrued compensation and benefits |
| |
| | ||
Earn-out consideration payable |
| |
| | ||
Other current liabilities |
| |
| | ||
$ | | $ | | |||
7. | DEBT |
Paycheck Protection Program Loan (“PPP Loan”)
On April 13, 2020, the Company was granted a loan from JP Morgan Chase Bank in the aggregate amount of $
On January 11, 2021, the PPP opened an additional round of funding, which allowed eligible borrowers that had previously received a PPP loan to apply for a second draw PPP loan with the same general terms as the first. Second draw PPP loans can be used to help fund payroll costs, including benefits. Funds can also be used to pay mortgage interest, rent, utilities, worker protection costs related to COVID-19, uninsured property damage costs caused by looting or vandalism during 2020, and certain supplier costs and expenses for operations.
In January 2021, one of the Company’s subsidiaries was granted a Second Draw PPP Loan of $
In addition, another subsidiary received a Second Draw PPP loan in the amount of $
In August 2021, the Company applied for forgiveness of the $
F-83
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Due to the uncertainty and evolving guidance associated with the PPP program’s eligibility and forgiveness criteria, the Company determined that it was not reasonably assured that the loan would be forgiven by the SBA and therefore was not appropriate to account for the proceeds as an in-substance government grant. The Company concluded it was appropriate to account for the PPP Loan as debt until receipt of formal approval for loan forgiveness from the SBA, at which time the Company will extinguish the PPP Loan as debt and recognize a gain on loan extinguishment on the consolidated statement of operations. As of December 31, 2021, the Company had not received notification of forgiveness of the Second Draw PPP loan by the SBA, as such the proceeds continue to be accounted for as debt.
To account for the PPP proceeds as debt under ASC 470, the Company recognized a non-current liability for the funds received. The Paycheck Protection Flexibility Act of 2020 extended the deferral period for loan payments to either (1) the date that SBA remits the borrower’s loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness,
Canadian Loans (“Other Government Loans”)
In April and June 2020, the Company was granted an interest free loan from Royal Bank of Canada in the aggregate amount of $
The Company concluded that it was appropriate to account for the CEBA as debt until receipt of formal approval for loan forgiveness from the government of Canada, at which time the Company will extinguish the CEBA loan as debt and recognize a gain on loan extinguishment on the consolidated statements of operations. As of December 31, 2020 and December 31, 2021, the Company had not submitted payment for any portion of the outstanding loan, and as such the loan continues to be accounted for as debt.
On August 12, 2021, the Company was granted a Highly Affected Sectors Credit Availability Program (“HASCAP”) loan with the Canadian government of $
The following table summarizes the Company’s outstanding PPP and other governmental loans arrangements:
As of December 31, | ||||||
| 2021 |
| 2020 | |||
HASCAP | $ | | $ | — | ||
CEBA |
| |
| | ||
PPP |
| |
| | ||
Total PPP and other governmental loans | $ | | $ | | ||
Lee: current portion of PPP and other governmental loans |
| ( |
| — | ||
Total PPP and other governmental loans, net of current portion | $ | | $ | | ||
F-84
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Obligation to GDS Service Provider
As a result of the acquisition of LBF in 2019, the Company assumed the liability of the outstanding payment obligation with a GDS service provider (‘GDS Obligation’). This GDS Obligation originally emanated from a settlement agreement with the GDS service provider amounting to $
During the year ended December 31, 2021, the Company accrued $
Obligation to Vendor
As a result of the acquisition of LBF in 2019, the Company assumed the liability of the outstanding payment obligation with a vendor, which originally emanated in October 2018 from a payment agreement (the ‘Agreement’) entered into between LBF Travel, Inc. and the vendor. The Company agreed to pay an amount of $
During the year ended December 31, 2021, the Company fully repaid the Vendor Obligation, as such there was no outstanding loan balance as of December 31, 2021. The outstanding balance of the Vendor Obligation was $
TCW Credit Agreement
On December 23, 2019, the Company, entered into a financing agreement (the “TCW Agreement”) with TCW (‘Lenders’) consisting of a $
On February 6, 2020, the Company entered into a first amendment to the TCW Agreement and an incremental joinder with TCW for an aggregate principal amount of $
F-85
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Beginning on April 1, 2021,
The TCW Agreement includes the provisions for customary events of default including non-payment of obligations, non-performance of covenants and obligations, default on other material debt, bankruptcy or insolvency events, material judgments, change of control, and certain customary events of default relating to collateral or guarantees. Upon the occurrence of any event of default, subject to the terms of the TCW Agreement including any cure periods specified therein, customary remedies may be exercised by the Lenders under the TCW Agreement against the Company. As of December 31, 2021, and the date the consolidated financial statements were issued, the Company was in compliance with all covenants.
The following table summarizes the Company’s outstanding borrowing arrangements, excluding PPP and other governmental loans
As of December 31, | ||||||
| 2021 |
| 2020 | |||
TCW Credit Agreement | $ | | $ | | ||
Cumulative PIK interest for TCW Credit Agreement(2) |
| |
| | ||
GDS Obligation |
| |
| | ||
Vendor Obligation |
| — |
| | ||
Total outstanding principal balance | $ | | $ | | ||
Less: Unamortized debt issuance costs and discounts |
| ( |
| ( | ||
Total debt | $ | | $ | | ||
Less : Current portion of long term debt |
| ( |
| ( | ||
Long term debt, net of current portion | $ | | $ | | ||
The following table sets forth the total interest expense recognized related to the loans payable to lenders and other payment obligations mentioned above.
| Year ended December 31, | |||||
2021 |
| 2020 | ||||
Cash interest expense | $ | | $ | | ||
Payment in kind interest, net(1) |
| |
| | ||
LOC commitment charges |
| |
| | ||
Amortization of debt issuance costs |
| |
| | ||
$ | | $ | | |||
| (1) | Represents Payment in Kind Interest for the Company’s outstanding TCW Loan net of the reclass of interest expense related to capitalized software development amounting to $ |
| (2) | Includes paid in kind amendment fee of $ |
F-86
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
The future maturities of the Company’s borrowing arrangements, PPP loans and other government loans are as follows:
|
|
| PPP and Other | |||
Year ending December 31, | Borrowing Arrangements | Governmental Loans | ||||
2022 | $ | | $ | | ||
2023 |
| |
| | ||
2024 |
| |
| | ||
2025 |
| — |
| | ||
2026 |
| — |
| | ||
Thereafter |
| — |
| | ||
| |
| | |||
Less: Loan origination fees |
| ( |
| — | ||
$ | | $ | | |||
8. | BUSINESS COMBINATION |
Rocketrip (“RT”) Acquisition
On September 3, 2020 (the ‘acquisition date’), Mondee completed the acquisition of Rocketrip.Rocketrip is a travel rewards platform that helps businesses reduce travel spend by incentivizing employees to save when they travel for business. Rocketrip provides real-time insight into traveler behavior and allows companies to use this data to facilitate the changes necessary to meet major company objectives such as cost savings and online booking compliance. The primary reason for the acquisition was to expand the Company’s footprint to reach enterprise business travelers. Mondee’s consolidated statements of operations include the operating results of Rocketrip from the date of acquisition. Mondee acquired
The Company accounted for this acquisition as a business combination. The acquisition date fair value of purchase consideration is given below.
Purchase Price Consideration |
|
| |
Cash consideration(i) | $ | | |
Issuance of shares of Parent stock and Put Option(ii) |
| | |
Deferred issuance of shares of Parent stock and Put Option(iii) |
| | |
Total purchase price consideration | $ | |
| (i.) | Cash consideration of $ |
| (ii.) | The Parent issued on date of the agreement |
| (iii.) | On the 5th Anniversary of the acquisition agreement the Parent will issue |
As part of the acquisition, the Parent issued put options on the shares issued whereby the erstwhile shareholders of Rocketrip (the ‘sellers’) would have the right to sell the shares of Parent stock issued as part of the purchase consideration back to Mondee Holdings LLC at the original price per stock as of the acquisition date. The sellers may exercise the put options beginning on September 3, 2020, for a period of
F-87
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
In connection with the acquisition, all classes of Rocketrip stock options that were outstanding on the date of acquisition (whether vested or unvested), were terminated and cancelled and no consideration was delivered in the exchange.
The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands):
Trade accounts receivables |
| $ | |
Prepaid and other current assets |
| | |
Property and equipment, net |
| | |
Intangible assets |
| | |
Trade accounts payable |
| ( | |
Accrued expenses and other current liabilities |
| ( | |
Deferred revenue |
| ( | |
Other non-current liabilities |
| ( | |
Net identifiable assets |
| | |
Goodwill |
| | |
Total purchase consideration | $ | |
Goodwill
The excess of the purchase price consideration over the fair values assigned to the assets acquired and liabilities assumed represents the goodwill resulting from the Rocketrip acquisition. Goodwill is primarily attributable to expected post-acquisition synergies from integrating Rocketrip’s technology with Mondee’s platform and technology. Goodwill recorded in connection with the acquisition is not deductible for income tax purposes. The goodwill attributable to the acquisition was recorded as a non-current asset and is not amortized but is subject to an annual review for impairment.
Identifiable Intangible Assets
The Company determined that Rocketrip’s separately identifiable assets were customer relationships, trade names, and developed technology. The Company amortizes the acquired intangibles over their estimated useful lives as set forth in the table below:
| Useful life (years) |
| Fair value | ||
Customer relationships |
| $ | | ||
Trade names |
|
| | ||
Developed technology |
|
| | ||
Total acquired intangibles | $ | | |||
Since the acquisition, the Company will now be operating as
The amounts of revenue and pretax loss of Rocketrip included in the Company’s consolidated statement of operations from the acquisition date of September 3, 2020 have been disclosed in Note 14 to the consolidated financial statements.
Cosmopolitan Travel Services, Inc. (“CTS”) Acquisition
On February 6, 2020, Mondee completed the acquisition of Cosmopolitan Travel Services, Inc. (“CTS”), purchasing
F-88
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Maryland, Colorado, Illinois, Florida, Minnesota, Texas, Greece, Canada, Peru, and India. The primary reason for the acquisition was to integrate CTS’ travel agencies and services with Mondee’s platform and technology.
The Company has accounted for this acquisition as a business combination. The Company incurred approximately $
The acquisition date fair value of the consideration transferred to CTS was approximately $
Purchase price consideration | |||
Cash consideration(i) |
| $ | |
Issuance of Parent stock and put options(ii) |
| | |
Total purchase price consideration | $ | |
| (i) | Cash consideration of $ |
| (ii) | Pursuant to the Merger Agreement dated February 6, 2020, and the First Amendment to the Business Combination dated May 4, 2020, the Parent issued |
As part of the acquisition, the Parent issued put options whereby the erstwhile shareholders of CTS (the ‘sellers’) would have the right to sell the shares of Parent stock issued as part of the purchase consideration back to the Parent at the original price per stock as of the acquisition date. The sellers may exercise the put option beginning on February 6, 2024 for a period of
The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands):
Cash and cash equivalents |
| $ | |
Restricted short-term investments |
| | |
Trade accounts receivable |
| | |
Other non-current assets |
| | |
Property and equipment, net |
| | |
Intangible assets, net |
| | |
Trade accounts payable |
| ( | |
Accrued expenses and other current liabilities |
| ( | |
Deferred tax liability |
| ( | |
Net identifiable assets |
| | |
Goodwill |
| | |
Total purchase consideration | $ | |
Goodwill
The excess of the consideration for CTS over the fair values assigned to the assets acquired and liabilities assumed represents the goodwill resulting from the acquisition. Goodwill is primarily attributable to expected post-acquisition synergies from integrating CTS’ travel agencies and services with Mondee’s platform and technology. Goodwill recorded in connection with the acquisition is not deductible for income tax purposes. The goodwill attributable to the acquisition was recorded as a non-current asset and is not amortized, but is subject to an annual review for impairment.
F-89
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Identifiable Intangible Assets
The Company determined that CTS’ separately identifiable intangible assets were customer relationships, trade names, and developed technology. The Company amortizes the acquired intangibles over their estimated useful lives as set forth in the table below.
| Useful life (years) |
| Fair value | ||
Customer relationships |
| $ | | ||
Trade names |
|
| | ||
Developed technology |
|
| | ||
Total acquired intangibles | $ | | |||
Since the acquisition, the Company continued to operate as
The amounts of revenue and pretax loss of CTS included in the Company’s consolidated statements of operations from the acquisition date of February 6, 2020, were $
LBF Acquisition
On December 20, 2019, Mondee completed the acquisition of LBF Travel Holdings LLC (“LBF”).LBF is a travel company that assists leisure and business travelers with researching, planning, and booking travel options, using a proprietary retail flight search engine. Mondee’s consolidated statements of operations include the operating results of the LBF business from the date of acquisition. The primary reason for the acquisition was to integrate LBF’s proprietary technology into the Mondee platform and for the LBF development team to work with the Mondee developers to add the functionality and products in the LBF technology to a new hybrid platform.
The Company has accounted for this acquisition as a business combination. The Company incurred approximately $
The final purchase consideration transferred to LBF was approximately $
Purchase price consideration | |||
Assumed liability(i) |
| $ | |
Promissory notes issued(ii) |
| | |
Issuance of shares of Parent stock and Put Option(iii) |
| | |
Earn-out consideration(iv) |
| | |
Total purchase price consideration | $ | |
| (i) | Assumed liability of $ |
| (ii) | Promissory note issued to erstwhile shareholder of LBF (Refer note 13) |
| (iii) | The Parent issued on date of the agreement |
| (iv) | Earn-out consideration as given below |
F-90
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
An arrangement was entered into on the date of acquisition whereby the Company will make
On May 15, 2020, the earn-out consideration arrangement was amended to change the performance periods and payment dates from fiscal years 2020 and 2021 to fiscal years 2021 and 2022. The fair value of the earn-out liability is estimated using scenario-based methods or option pricing methods based on future performance. The earn-out consideration is included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. The Company had $
As part of the acquisition, the Parent issued put options whereby the sellers would have the right to sell the shares of Parent stock issued as part of the purchase consideration back to Mondee Holdings LLC at the original price per unit as of the acquisition date. The sellers may exercise the put option beginning on July 1, 2022 for a period of
The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition:
Cash |
| $ | |
Trade accounts receivable |
| | |
Property and equipment, net |
| | |
Prepaid expenses and other current assets |
| | |
Other non-current assets |
| | |
Intangible assets |
| | |
Trade accounts payable |
| ( | |
Other non-current liabilities |
| ( | |
Accrued liabilities |
| ( | |
Net identifiable assets |
| | |
Goodwill |
| | |
Total purchase price consideration | $ | |
Goodwill
The excess of the purchase price consideration over the fair values assigned to the assets acquired and liabilities assumed represents the goodwill resulting from the LBF acquisition. Goodwill is primarily attributable to expected post-acquisition synergies from integrating LBF’s proprietary technology into the Mondee platform. Goodwill recorded in connection with the acquisition is deductible for income tax purposes.
The goodwill attributable to the acquisition was recorded as a non-current asset and is not amortized, but is subject to an annual review for impairment.
F-91
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Identifiable Intangible Assets
The Company determined that LBF’s separately identifiable intangible assets were customer relationships, trade names, and developed technology. The Company amortizes the acquired intangibles over their estimated useful lives as set forth in the table below.
| Useful life (years) |
| Fair value | ||
Supplier relationships |
| $ | | ||
Trade name |
|
| | ||
Developed technology |
|
| | ||
Total acquired intangibles | $ | | |||
Since the Acquisition, the Company continued to operate as
9. | REVENUE |
Disaggregation of revenue
The Company believes that the disaggregation based on the reportable segments best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other factors. As described above in Note 2, the Company has
Year ended December 31, | ||||||
| 2021 |
| 2020 | |||
Revenue from Travel Marketplace | $ | | $ | | ||
Revenue from SAAS Platform |
| |
| | ||
$ | | $ | | |||
Contract balances
The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivables, contract assets and contract liabilities in the consolidated balance sheets.
Contract assets include unbilled amounts resulting from contracts in which revenue is estimated and accrued based upon measurable performance targets defined at contract inception.
Contract liabilities, discussed below, are referenced as “deferred revenue” on the consolidated balance sheets and related disclosures. Cash received that are contingent upon the satisfaction of performance obligations are accounted for as deferred revenue. Deferred revenue primarily relates to advance received from GDS service provider for bookings of airline tickets in future.
The opening and closing balances of accounts receivables and deferred revenue are as follows:
| Accounts Receivables |
| Contract Asset |
| Deferred Revenue | ||||
Ending Balance as of December 31, 2019 | $ | | $ | | $ | ( | |||
Increase/(decrease), net |
| ( |
| ( |
| ( | |||
Ending Balance as of December 31, 2020 |
| |
| |
| ( | |||
Increase/(decrease), net |
| |
| ( |
| | |||
Ending Balance as of December 31, 2021 | $ | | $ | | $ | ( | |||
F-92
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
For the deferred revenue balance, during the year ended December 31, 2021 and 2020, the Company recognized revenue of $
During the year 2021, the Company amended contracts with certain GDS service providers. Pursuant to these amendments with one of the GDS service providers, the Company has recognized $
As of December 31, 2021, the Company has reclassified a liability with another GDS service provider of $
10. | INCOME TAXES |
The components for loss before income taxes consisted of the following:
Year ended December 31, | ||||||
| 2021 |
| 2020 | |||
United States | $ | ( | $ | ( | ||
International |
| ( |
| | ||
$ | ( | $ | ( | |||
The provision for (benefit from) income taxes consisted of the following:
Year ended December 31, | ||||||
| 2021 |
| 2020 | |||
Current tax expense: | ||||||
Federal | $ | — | $ | ( | ||
State |
| |
| | ||
International |
| |
| | ||
| |
| ( | |||
Deferred |
| |||||
Federal | |
| ( | |||
State |
| |
| ( | ||
International |
| — |
| ( | ||
| |
| ( | |||
Total provision (benefit) for income taxes | $ | | $ | ( | ||
F-93
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Components of the Company’s deferred income tax assets and liabilities are as follows:
Year ended December 31, | ||||||
| 2021 |
| 2020 | |||
Accrued bonus and vacation | $ | | $ | | ||
Allowance for doubtful accounts |
| |
| | ||
Charity deduction carryover |
| |
| — | ||
Deferred rent |
| |
| | ||
Deferred revenue |
| |
| | ||
Accrued expenses |
| |
| | ||
Fixed assets |
| ( |
| ( | ||
Intangible assets |
| ( |
| ( | ||
Other |
| |
| | ||
Inventory |
| |
| | ||
State tax |
| |
| | ||
Interest expense limitation |
| |
| | ||
Net operating loss |
| |
| | ||
Total non-current |
| |
| | ||
Valuation allowance |
| ( |
| ( | ||
Total net deferred tax liability | $ | ( | $ | ( | ||
The provision for (benefit from) income taxes differ from the amounts computed by applying the U.S. federal income tax rate to income (loss) before income taxes for the following reasons:
Year ended December 31, |
| ||||
| 2021 |
| 2020 |
| |
Federal tax at statutory rate |
| | % | | % |
State, net of federal benefit |
| |
| | |
Permanent differences |
| |
| ( | |
Prior year payable true ups |
| — |
| | |
Adjustment to deferred through goodwill |
| — |
| | |
Foreign rate differential |
| ( |
| ( | |
Change in valuation allowance |
| ( |
| ( | |
Other |
| ( |
| | |
Effective tax rate |
| ( | % | | % |
As of December 31, 2021, the Company had net operating loss carryforwards for federal and state of approximately $
Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided in the Internal Revenue Code of 1986, as amended (“IRC”), and similar state provisions. Certain tax attributes of the Company were subject to an annual limitation as a result of the change of ownership of the Company in the year 2016 and the acquisition of a few subsidiaries, which constituted a change of ownership as defined under the Internal Revenue Code Section 382. As a result of the analysis, a net operating loss of $
For U.S. state tax returns, the Company is generally no longer subject to tax examinations for years prior to 2017. For U.S. federal tax returns, the Company is no longer subject to tax examination for years prior to 2018.
F-94
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Realization of the future tax benefits of the Company’s net deferred tax assets is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. The Company has concluded, based on the weight of available evidence, that its net deferred tax assets will not be fully realized in the future, on a more likely than not basis. Accordingly, a valuation allowance of $
The Company has adopted the provisions of FASB’s Accounting Standard Codification Topic 740, Income Taxes, which provides guidance for accounting for uncertainty in tax positions and require that companies recognize a benefit from a tax position in their Consolidated financial statements only if it is more likely than not that the tax position will sustain, upon audit, based on the technical merits of the position. For tax positions that meet the recognition threshold, the Company would record the largest amount of the benefit that is greater than 50 percent likely of being realized upon effective settlement with the taxing authority. As of the year ended December 31, 2021 and December 31, 2020, the Company had
11. | COMMITMENTS AND CONTINGENCIES |
Legal Matters
From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of December 31, 2021 the Company currently has
Litigation Relating to LBF Acquisition. In the federal court action, Thomas DeRosa, a shareholder of LBF Travel Management Corp. (f/k/a LBF Travel, Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The case remains pending in Federal court. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible amount of any such payments cannot be made.
On October 13, 2021, Mondee received a summons from Global Collect Services B.V. (“Ingenico”) to appear in the District Court of Amsterdam with respect to a claim of $
Operating Leases
The Company leases various office premises and facilities under operating leases that expire at various dates through October 2029.
F-95
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Certain of the Company’s operating lease agreements for office space also include rent holidays and scheduled rent escalations during the initial lease term. The Company has recorded the rent holiday as a deferred rent within accrued liabilities and other non-current liabilities on the consolidated balance sheets. The Company recognizes the deferred rent liability and scheduled rent increase on a straight-line basis into rent expense over the lease term commencing on the date the Company takes possession of the lease space.
Future minimum lease payments under operating leases are as follows:
Year ending December 31, |
| ||
2022 | $ | | |
2023 |
| | |
2024 |
| | |
2025 |
| | |
2026 |
| | |
Thereafter |
| | |
$ | |
Rent expense for the Company’s operating leases is recognized on a straight-line basis over the lease term. Rent expense for the years ended December 31, 2021 and 2020 was $
Letters of Credit
The Company had $
By Period | ||||||||||||
Total |
| Less than 1 Year |
| 1 to 3 Years |
| 3 to 5 Years |
| More than 5 Years | ||||
$ | $ | | $ | $ | $ | |||||||
$ | $ | | $ | $ | $ | |||||||
12. | EMPLOYEE BENEFIT PLAN |
The Company sponsors several 401(k) defined contribution plans covering its employees in the United States of America. A management committee determines matching contributions made by the Company annually. Matching contributions are made in cash and were $
The Company’s Gratuity Plan in India (the “India Plan”) provides for a lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. Liabilities with regard to the India Plan are determined by actuarial valuation using the projected unit credit method. Current service costs for these plans are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans are recognized as an expense in the consolidated statement of operations.
F-96
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
The benefit obligation has been measured as of December 31, 2021, and December 31, 2020. The following table sets forth the activity and the funded status of the Gratuity Plans and the amounts recognized in the Company’s consolidated financial statements at the end of the relevant periods.
Particulars | As of December 31, | |||||
| 2021 |
| 2020 | |||
Present value of obligation as at the beginning of the year | $ | | $ | | ||
Interest cost |
| |
| | ||
Acquisitions |
| — |
| — | ||
Current service cost |
| |
| | ||
Benefits paid |
| — |
| — | ||
Actuarial gain on obligation |
| ( |
| ( | ||
Effect of exchange rate changes |
| ( |
| ( | ||
Present value of obligation as at the end of the year | $ | | $ | | ||
The amounts to be recognized on consolidated balance sheets
Particulars | As of December 31, | |||||
| 2021 |
| 2020 | |||
Present value of obligation as at the end of the period | $ | | $ | | ||
Fair value of plan assets as at the end of the period |
| — |
| — | ||
Funded status / (unfunded status) |
| ( |
| ( | ||
Excess of actual over estimated |
| — |
| — | ||
Unrecognized actuarial (gains)/losses |
| — |
| — | ||
Net asset/(liability)recognized in consolidated balance sheet | $ | ( | $ | ( | ||
Current portion |
| |
| | ||
Non-current portion |
| |
| | ||
Accumulated benefit obligation in excess of plan assets:
As of December 31, | ||||||
| 2021 |
| 2020 | |||
Accumulated benefit obligation | $ | | $ | | ||
Components of net periodic benefit costs, were as follows:
Particulars | Year ended December 31, | |||||
| 2021 |
| 2020 | |||
Current service cost | $ | | $ | | ||
Interest cost |
| |
| | ||
Net actuarial gain recognized in the period |
| ( |
| ( | ||
Expenses recognized in the consolidated statement of operations | $ | | $ | | ||
F-97
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
The components of actuarial loss / (gain) on retirement benefits are as follows:
Particulars | Year ended December 31, | |||||
| 2021 |
| 2020 | |||
Actuarial (gain) / loss on arising from change in financial assumption | $ | ( | $ | | ||
Actuarial gain on arising from experience adjustment |
| ( |
| ( | ||
Total Actuarial gain on obligation | $ | ( | $ | ( | ||
The weighted average actuarial assumptions used to determine benefit obligations and net gratuity cost were:
Particulars | Year ended December 31, |
| |||
| 2021 |
| 2021 |
| |
Discount rate |
| | % | | % |
Rate of compensation increase |
| | % | | % |
The following table summarizes the expected benefit payments for the Company’s Retirement Plan for each of the next five fiscal years and in the aggregate for the five fiscal years thereafter (in thousands):
December 31: |
| ||
2022 | $ | | |
2023 |
| | |
2024 |
| | |
2025 |
| | |
2026 |
| | |
2027 – 2031 |
| | |
$ | |
13. | RELATED PARTY TRANSACTIONS |
| A. | Related Parties with whom transaction have taken place during the year: |
| a. | Mondee Holdings LLC — Parent Company |
| b. | Prasad Gundumogula — Chief Executive Officer (“CEO”) |
| c. | Metaminds Software Solutions Ltd (“Metaminds Software”) — Affiliate entity |
| d. | Metaminds Technologies Pvt Ltd (“Metaminds Technologies”) — Affiliate entity |
| e. | Metaminds Global Solutions Inc. (“Metaminds Global”) — Affiliate entity |
| f. | Mondee Group LLC — Affiliate entity |
| g. | LBF Travel Inc. — Company owned by Key Managerial Person |
| h. | Mike Melham — VP of Product Implementation |
F-98
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
| B. | Summary of balances due to and from related parties and transactions during the year are as follows: |
As of December 31, | ||||
Balances as at Year End |
| 2021 |
| 2020 |
Amount payable to related party | ||||
Metaminds Technologies |
| |
| — |
Metaminds Global |
| |
| |
Mondee Group LLC(a) |
| |
| — |
Loan receivable from Related Party |
|
|
|
|
Mondee Group LLC(b) |
| |
| |
Note Payable to Related Party |
|
|
|
|
Note payable to CEO(c) |
| |
| |
Year ended December 31, | ||||
Transactions with Related Parties |
| 2021 |
| 2020 |
Offshore IT, sales support and other services from |
|
|
|
|
Metaminds Software |
| |
| |
Metaminds Technologies |
| |
| |
Metaminds Global |
| |
| |
Offshore software development services from |
|
|
|
|
Metaminds Software |
| |
| |
Metaminds Technologies |
| |
| |
Metaminds Global |
| |
| |
Repayment – Note to Mondee Group LLC(e) |
| — |
| |
Interest Income from Mondee Group Loan(b) |
| |
| |
Repayment – Note to LBF Travel Inc.(d) |
| — |
| |
Service fee from Mondee Group LLC(a) |
| |
| — |
Rent expense – from Mike Melham(f) |
| |
| |
| (a) | Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC, in exchange for a service fee equal to |
| (b) | The Company has a secured promissory note receivable from Mondee Group LLC, bearing an interest rate of |
| (c) | The Company has a note payable to the CEO amounting to $ |
| (d) | In connection with the acquisition of LBF, the Company issued a promissory note to LBF Travel Inc. The note bears an interest rate of |
| (e) | During the year ended December 31, 2019, the Company obtained short-term borrowing from Mondee Group LLC amounting to $ |
F-99
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
| (f) | The Company currently rents |
14. | SEGMENT INFORMATION |
Beginning of the fourth quarter of 2020, we have the following reportable segments: Travel Marketplace and SAAS Platform. These reportable segments offer different products and services and are managed separately because the nature of products and services, and methods used to distribute the services are different. Our primary operating metric is Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). Assets, liabilities and expenses are reviewed on an entity-wide basis by the CODM, and hence are not allocated to these reportable segments. Segment revenue is reported and reviewed by the CODM on a monthly basis.
Such amounts are detailed in our segment reconciliation below.
Year ended December 31, 2021 | |||||||||
| Travel Marketplace |
| SAAS Platform |
| Total | ||||
Third-party revenue | $ | |
| $ | | $ | | ||
Intersegment revenue | — | — |
|
| — | ||||
Revenue | $ | | $ | | $ | | |||
Adjusted EBITDA | $ | ( | $ | ( | $ | ( | |||
Depreciation and amortization |
| ( |
| ( |
| ( | |||
Stock-based compensation |
| ( |
| — |
| ( | |||
Operating loss | $ | ( | $ | ( | $ | ( | |||
Other expense, net |
|
|
| ( | |||||
Loss before income taxes |
|
|
| ( | |||||
Provision for income taxes |
|
|
| ( | |||||
Net loss |
|
| $ | ( | |||||
Year ended December 31, 2020 | |||||||||
| Travel Marketplace |
| SAAS Platform |
| Total | ||||
Third-party revenue | $ | |
| $ | | $ | | ||
Intersegment revenue | — | — | — | ||||||
Revenue | $ | | $ | | $ | | |||
Adjusted EBITDA | $ | ( | $ | ( | $ | ( | |||
Depreciation and amortization |
| ( |
| ( |
| ( | |||
Stock-based compensation |
| ( |
| — |
| ( | |||
Operating loss | $ | ( | $ | ( | $ | ( | |||
Other expense, net |
|
|
| ( | |||||
Loss before income taxes |
|
|
| ( | |||||
Benefit from income taxes |
|
|
| | |||||
Net loss |
|
| $ | ( | |||||
F-100
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
Geographic information
The following table represents revenue by geographic area, the United States, and all other countries, based on the geographic location of the Company’s subsidiaries.
Year ended December 31, | ||||||
| 2021 |
| 2020 | |||
United States | $ | | $ | | ||
International |
| |
| | ||
$ | | $ | | |||
As of December 31, 2021 and 2020, long-lived assets located outside of the United States were not material.
15. | COMMON STOCK |
Class A — Common stock
The total number of capital stock the Company has authority to issue is
Voting
Each holder of common stock is entitled to
Liquidation
In the event of liquidation of the Company, the holders of common stock shall be entitled to receive all the remaining assets of the Company, after distribution of all preferential amounts, if any. Such amounts will be in proportion to the number of equity shares held by the shareholders.
16. | STOCK-BASED COMPENSATION |
The Parent may, subject to the approval of the Board of Managers, issue its Class A, B, C, D or F Holdings units to employees, officers, directors, consultants or other service providers of the Company in exchange for services rendered. Specific terms and conditions of such issuances are to be established by the Board of Managers of the Parent. As of December 31, 2021, only Management Incentive Units for Class D units were unvested at the Holdings level.
Class D Management Incentive Units
In February 2021, the Parent’s Board of Managers approved the amended and restated 2013 Class D Incentive Unit Plan. The plan authorizes
Class D incentive awards are estimated using the “Black-Scholes” option pricing model. The “Black- Scholes” model requires the use of assumptions, including expected volatility and expected term, which greatly affect the calculated values and require significant analysis and judgment to develop. The expected term of Class D incentive awards was calculated as the weighted average of the time to vesting. The risk-free rate is based on the rates in effect at the time of grant for zero coupon U.S. Treasury notes with maturities
F-101
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
approximately equal to each award’s expected term. The expected volatility is based on the volatility of publicly traded industry peer companies. A dividend yield of zero is applied since Parent has not historically paid dividends and has no intention to pay dividends in the near future.
The per unit fair value of Class D Incentive awards granted during the year ended December 31, 2021 ranged between $
| 2021 Grants | ||
Expected term (in years) |
| ||
Risk-free interest rate |
| ||
Expected volatility |
| ||
Expected dividend rate |
| ||
Weighted average contractual life |
|
There were no incentive awards granted during the years ended December 31, 2020 and December 31, 2019, respectively. The per unit fair value of the Class D incentive awards granted prior to fiscal year 2019 were estimated at the date of grant using “the Black-Scholes” option pricing model, using the following assumptions:
2018, 2017 | |||
| and 2016 Grants | ||
Expected term (in years) |
| ||
Risk-free interest rate |
| ||
Expected volatility |
| ||
Expected dividend rate |
| ||
Weighted average contractual life |
|
The following table summarizes the Incentive Units activity for the years ended December 31, 2021 and December 31, 2020:
| Weighted average | Weighted | ||||||||
Number of Class D | Weighted average | remaining | average | |||||||
Incentive Units | grant date fair | contractual life | exercise | |||||||
| Outstanding |
| value of units |
| (Years) |
| price | |||
Unvested – December 31, 2019 | | $ | | $ | | |||||
Granted | — | — | — | — | ||||||
Vested | ( | | — | | ||||||
Forfeited or canceled | — | — | — | | ||||||
Unvested – December 31, 2020 |
| |
| |
|
| | |||
Granted |
| |
| |
| — |
| | ||
Vested |
| ( |
| |
| — |
| | ||
Forfeited or canceled |
| ( |
| |
| — |
| | ||
Unvested – December 31, 2021 |
| | $ | |
| $ | | |||
The Incentive Units granted during fiscal year 2021 have service-based vesting requirements with an accelerated vesting clause in which all unvested incentive units shall become vested upon the sale of the Company. The stock-based compensation expense related to such incentive units is recognized ratably over the service period. The service-based vesting period for these awards is
F-102
Mondee Holdings II, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
(In thousands, except stock, units and par value data)
During the year ended December 31, 2021, the Company recognized $
As of December 31, 2021, the total unrecognized stock-based compensation expense related to the incentive units outstanding was $
The following table summarizes the components of the total stock-based compensation expense included in the statement of operations:
Year ended December 31, | ||||||
| 2021 |
| 2020 | |||
Personnel expense |
| $ | |
| $ | |
Sales and other expenses |
| |
| — | ||
$ | | $ | | |||
The Company did not recognize any tax benefits related to stock-based compensation expense during the year ended December 31, 2021 or December 31, 2020.
17. | SUBSEQUENT EVENTS |
The Company evaluated subsequent events through March 19, 2022, which represents the date the consolidated financial statements were available to be issued. There were no subsequent events or transactions identified which require disclosure.
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Primary Offering of
12,412,500 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
Secondard Offering of
81,681,600 Shares of Class A Common Stock
337,500 Warrants to Purchase Shares of Class A Common Stock
Mondee Holdings, Inc.
PROSPECTUS
, 2022
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. | Other Expenses of Issuance and Distribution |
The following table sets forth all expenses to be paid by us in connection with the issuance and distribution of the shares of New Mondee Common Stock and private placement warrants being registered by this registration statement. All amounts shown are estimates except for the SEC registration fee.
We will bear all costs, expenses and fees in connection with the registration of the securities. Selling Securityholders, however, will bear all brokers and underwriting commissions and discounts, if any, attributable to their sale of the Securities.
| Amount | ||
SEC registration fee | $ | 87,658.05 | |
Accounting fees and expenses | $ | 50,000 | |
Legal fees and expenses | $ | 120,000 | |
Financial printing and miscellaneous expenses | $ | 65,000 | |
Total | $ | 322,658.05 | |
Item 14. | Indemnification of Directors and Officers |
Section 102(b)(7) of the Delaware General Corporation Law (DGCL) allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate of incorporation provides for this limitation of liability.
Section 145 of the DGCL, provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided further that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) which such officer or director has actually and reasonably incurred.
Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145.
Our Bylaws provide that we must indemnify and advance expenses to our directors and officers to the full extent authorized by the DGCL.
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We have entered into indemnification agreements with each of our directors and executive officers. Such agreements may require us, among other things, to advance expenses and otherwise indemnify our executive officers and directors against certain liabilities that may arise by reason of their status or service as executive officers or directors, to the fullest extent permitted by law.
The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, any provision of our Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Notwithstanding the foregoing, we shall not be obligated to indemnify a director or officer in respect of a proceeding (or part thereof) instituted by such director or officer, unless such proceeding (or part thereof) has been authorized by the Board pursuant to the applicable procedure outlined in our Bylaws.
Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held jointly and severally liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the Board at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.
We currently maintain and expect to continue to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.
These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance, and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
Item 15. | Recent Sales of Unregistered Securities |
Set forth below is information regarding securities sold by us within the past three years which were not registered under the Securities Act. Also included is the consideration received by us for such shares and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed.
In October 2020, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain of ITHAX’s offering costs in exchange for 5,031,250 Class B ordinary shares. On January 27, 2021, ITHAX effectuated a stock dividend of 0.2 shares for each ordinary share outstanding, resulting in there being an aggregate of 6,037,500 Class B ordinary shares outstanding. On October 16, 2020, and October 28, 2020, the Sponsor transferred certain of the Class B ordinary shares to members of ITHAX’s management team. Because Cantor fully exercised the over-allotment option on February 1, 2021, the Sponsor retained the 787,500 Class B shares that were subject to forfeiture, and all 6,037,500 Class B ordinary shares remain outstanding as of the date hereof. Such securities were issued in connection with Thayer’s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in the Sponsor is an accredited investor under Rule 501 of Regulation D.
The Sponsor and Cantor have purchased 675,000 private placement units at a price of $10.000 per private placement unit. Thus, the Sponsor and Cantor received an aggregate of 337,5000 private placement warrants, each exercisable to purchase one share of Class A ordinary share at $11.50 per share, subject to adjustments as described herein, at a price of $1.00 per warrant. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales.
In connection with the Closing, on July 18, 2022, a number of accredited investors (the “PIPE Subscribers”) purchasers purchased from the Company an aggregate of 7,000,000 shares of New Mondee Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of approximately $70,000,000, pursuant to separate subscription agreements entered into effective as of December 20, 2021, as amended, and as of April 21, 2022. The aggregate gross proceeds to New Mondee are expected to equal $70,000,000. Pursuant to the subscription agreements, the Company gave certain registration rights to the PIPE Subscribers with respect to the PIPE Shares. Such securities were issued in transactions not involving an underwriter and not requiring registration under Section 5 of the Securities Act, in reliance on the exemption afforded by Section 4(a)(2) thereof.
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Item 16. | Exhibits and Financial Statement Schedules |
(a) | The following exhibits are filed as part of this Registration Statement: |
|
|
| Incorporated by reference | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Exhibit | Description | Form | File |
| Exhibit No. |
| Filing Date | |||
2.1 | 8-K | 001-39943 | 2.1 | December 20, 2021 | ||||||
3.1 | Amended and Restated Certificate of Incorporation of the Company | 8-K | 001-39943 | 3.1 | July 19, 2022 | |||||
3.2 | Bylaws of the Company | 8-K | 001-39943 | 3.2 | July 19, 2022 | |||||
4.1 | S-4 | 333-263727 | 4.1 | March 21, 2022 | ||||||
4.2 | S-4 | 333-263727 | 4.1 | March 21, 2022 | ||||||
4.3 | S-4 | 333-263727 | 4.2 | March 21, 2022 | ||||||
4.6 | Amended and Restated Warrant Agreement between Continental Stock Transfer & Trust Company and Mondee Holdings, Inc. | 8-K | 001-39943 | 4.3 | July 18, 2022 | |||||
5.1 | ||||||||||
10.1 | 8-K | 001-39943 | December 20, 2021 | |||||||
10.2 | S-4 | 333-263727 | 10.1 | March 21, 2022 | ||||||
10.3 | S-4 | 333-263727 | 10.3 | March 21, 2022 | ||||||
10.4 | Mondee Holdings, Inc. 2022 Equity Incentive Plan | 8-K | 333-263727 | 10.7 | July 19, 2022 | |||||
10.5 | Mondee Holdings, Inc. 2022 Employee Stock Purchase Plan. | 8-K | 333-263727 | 10.8 | July 19, 2022 | |||||
10.6 | S-4 | 333-263727 | 10.6 | March 21, 2022 | ||||||
10.7 | S-4 | 333-263727 | 10.7 | March 21, 2022 | ||||||
10.8 | Registration Rights Agreement, dated July 18, 2022, by and among Mondee Holdings, Inc. ITHAX Acquisition Sponsor LLC, Mondee Holdings, LLC, and the other holders party thereto | 8-K | 001-39943 | 10.3 | July 19, 2022 | |||||
10.9 | 8-K | 001-39943 | 10.5 | December 20, 2021 | ||||||
10.10 | S- | 333-263727 | 10.11 | March 21, 2022 | ||||||
10.11 | S-4 | 333-263727 | 10.13 | March 21, 2022 | ||||||
10.12 | S-4 | 333-263727 | 10.14 | March 21, 2022 | ||||||
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|
|
| Incorporated by reference | ||||||||
Exhibit | Description | Form | File |
| Exhibit No. |
| Filing Date | ||||
10.13 | S-4 | 333-263727 | 10.17 | March 21, 2022 | |||||||
10.14 | S-4 | 333-263727 | 10.23 | March 21, 2022 | |||||||
10.15 | S-4 | 333-263727 | 10.28 | March 21, 2022 | |||||||
10.16 | S-4 | 333-263727 | 10.29 | March 21, 2022 | |||||||
10.17 | Form of Indemnification Agreement of Mondee Holdings, Inc. | 8-K | 001-39943 | 10.4 | July 19, 2022 | ||||||
10.18 | Form of Board Services Agreement | 8-K | 001-39943 | 10.14 | July 19, 2022 | ||||||
10.17 | S-4-A | 333-263727 | 10.44 | May 20, 2022 | |||||||
10.18 | S-4-A | 333-263727 | 10.45 | May 20, 2022 | |||||||
10.19 | S-4-A | 333-263727 | 10.46 | May 20, 2022 | |||||||
10.20 | S-4-A | 333-263727 | 10.47 | May 20, 2022 | |||||||
21.1 | List of subsidiaries of ITHAX Acquisition Corp. | 8-K | 001-39943 | 21.1 | July 19, 2022 | ||||||
23.1 | Consent of Marcum LLP, independent registered accounting firm for ITHAX Acquisition Corp. | ||||||||||
23.2 | Consent of KNAV P.A., independent registered accounting firm for Mondee Holdings II, Inc. | ||||||||||
23.3 | Consent of Reed Smith LLP (included in Exhibit 5.1) | ||||||||||
24.1 | |||||||||||
101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document). | ||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||||||||
104 | Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments). | ||||||||||
107 | |||||||||||
† | Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
# | Indicates management contract or compensatory plan or arrangement. |
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* | To be filed by amendment. |
| (b) | Financial Statement Schedules |
All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the accompanying notes. The financial statements filed as part of this registration statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference.
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Item 17. | Undertakings |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
a. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
b. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
c. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
provided, however, that paragraphs (1)(a), (b) and (c) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.
2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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a. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
b. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
c. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
d. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July [19], 2022.
MONDEE HOLDINGS, INC. | ||
By: | ||
Name: Prasad Gundumogula | ||
Title: Chief Executive Officer (Principal Executive Officer) | ||
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Prasad Gundumogula as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|
| |||
Signature | Title | Date | ||
Chief Executive Officer and Director | July [19], 2022 | |||
Prasad Gundumogula | (Principal Executive Officer) | |||
Chief Financial Officer | July [19], 2022 | |||
Dan Figenshu | (Principal Financial and Accounting Officer) | |||
Director | July [19], 2022 | |||
Orestes Fintiklis | ||||
Director | July [19], 2022 | |||
Asi Ginio | ||||
Director | July [19], 2022 | |||
Mona Aboelnaga Kanaan | ||||
Director | July [19], 2022 | |||
Roopa Purushothaman | ||||
Director | July [19], 2022 | |||
Noor Sweid | ||||
Director | July [19], 2022 | |||
Pradeep Udhas |
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