0001104659-24-006261.txt : 20240124 0001104659-24-006261.hdr.sgml : 20240124 20240124161837 ACCESSION NUMBER: 0001104659-24-006261 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240124 DATE AS OF CHANGE: 20240124 GROUP MEMBERS: JEFFREY DAVID YOUNG GROUP MEMBERS: ORIGAMI CAPITAL PARTNERS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Mondee Holdings, Inc. CENTRAL INDEX KEY: 0001828852 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92154 FILM NUMBER: 24556694 BUSINESS ADDRESS: STREET 1: 10800 PECAN PARK BLVD, SUITE 315 CITY: AUSTIN STATE: TX ZIP: 78750 BUSINESS PHONE: (650) 646-3320 MAIL ADDRESS: STREET 1: 10800 PECAN PARK BLVD, SUITE 315 CITY: AUSTIN STATE: TX ZIP: 78750 FORMER COMPANY: FORMER CONFORMED NAME: ITHAX Acquisition Corp. DATE OF NAME CHANGE: 20201019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLY OCP LLC CENTRAL INDEX KEY: 0001962939 ORGANIZATION NAME: IRS NUMBER: 842916264 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 191 NORTH WACKER DRIVE, SUITE 2350 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-263-7800 MAIL ADDRESS: STREET 1: 191 NORTH WACKER DRIVE, SUITE 2350 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G 1 tm243996d1_sc13g.htm SC 13G

 

 

 

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

 

 

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. )*

 

 

 

Mondee Holdings, Inc.
(Name of Issuer)

 

Class A common stock, par value $0.0001 per share
(Title of Class of Securities)

 

465712107
(CUSIP Number)

  

December 31, 2023
(Date of Event Which Requires Filing of this Statement)

 

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

 

 ¨Rule 13d-1(b)

 

 ¨Rule 13d-1(c)

 

 xRule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

 

1.        

Names of Reporting Persons

 

FLY OCP LLC

 

2.        

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨             (b) ¨

 

3.         SEC Use Only
4.        

Citizenship or Place of Organization

 

Delaware

 

Number of Shares
Beneficially Owned
By Each Reporting
Person With
5.        

Sole Voting Power

 

0

 

6.        

Shared Voting Power

 

9,410,720

 

7.        

Sole Dispositive Power

 

0

 

8.        

Shared Dispositive Power

 

9,410,720

 

9.        

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,410,720

 

10.      Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares        ¨
11.     

Percent of Class Represented By Amount in Row (9)

 

11.0%(1)

 

12.     

Type of Reporting Person (See Instructions)

 

OO

 

       

(1) Calculated based upon 85,820,365 shares of Class A Common Stock (“Class A Shares”) outstanding as of November 9, 2023, as reported in the Issuer’s Form 10-Q filed November 14, 2023.

 

 

 

   

1.        

Names of Reporting Persons

 

Origami Capital Partners LLC

 

2.        

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨             (b) ¨

 

3.         SEC Use Only
4.        

Citizenship or Place of Organization

 

Delaware

 

Number of Shares
Beneficially Owned
By Each Reporting
Person With
5.        

Sole Voting Power

 

0

 

6.        

Shared Voting Power

 

9,410,720

 

7.        

Sole Dispositive Power

 

0

 

8.        

Shared Dispositive Power

 

9,410,720

 

9.        

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,410,720

 

10.      Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares         ¨
11.     

Percent of Class Represented By Amount in Row (9)

 

11.0%(1)

 

12.     

Type of Reporting Person (See Instructions)

 

OO

 

       

(1) Calculated based upon 85,820,365 shares of Class A Common Stock (“Class A Shares”) outstanding as of November 9, 2023, as reported in the Issuer’s Form 10-Q filed November 14, 2023.

  

 

 

  

1.        

Names of Reporting Persons

 

Jeffrey David Young

 

2.        

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨             (b) ¨

 

3.         SEC Use Only
4.        

Citizenship or Place of Organization

 

USA

 

Number of Shares
Beneficially Owned
By Each Reporting
Person With
5.        

Sole Voting Power

 

0

 

6.        

Shared Voting Power

 

9,410,720

 

7.        

Sole Dispositive Power

 

0

 

8.        

Shared Dispositive Power

 

9,410,720

 

9.        

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,410,720

 

10.      Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares          ¨
11.     

Percent of Class Represented By Amount in Row (9)

 

11.0%(1)

 

12.     

Type of Reporting Person (See Instructions)

 

IN

 

       

(1) Calculated based upon 85,820,365 shares of Class A Common Stock (“Class A Shares”) outstanding as of November 9, 2023, as reported in the Issuer’s Form 10-Q filed November 14, 2023.

 

 

 

  

Item 1(a).Name of Issuer

 

Mondee Holdings, Inc. (the “Issuer”)

 

Item 1(b).Address of the Issuer’s Principal Executive Offices

 

10800 Pecan Park Blvd., Suite 315

Austin, TX 78750

 

Item 2(a).Names of Persons Filing

 

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

 

(i)FLY OCP LLC
(ii)Origami Capital Partners, LLC
(iii)Jeffrey David Young

 

Item 2(b).Address of the Principal Business Office, or if none, Residence

 

191 North Wacker Drive, Suite 2350

Chicago, IL 60606

 

Item 2(c).Citizenship

 

See responses to Item 4 on each cover page.

 

Item 2(d).Title of Class of Securities

 

Class A common stock, par value $0.0001 per share

 

Item 2(e).CUSIP Number

 

465712107

 

Item 3.If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

 

Not Applicable

 

Item 4.Ownership

 

(a)Amount beneficially owned:

See responses to Item 9 on each cover page.

 

(b)Percent of Class:

See responses to Item 11 on each cover page.

 

(c)Number of shares as to which the Reporting Person has:

 

(i)Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

 

(ii)Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

 

(iii)Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

 

(iv)Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

 

 

 

 

FLY OCP directly holds 9,410,720 Class A Shares, 125,000 of which (the “Earn Out Shares”) are subject to vesting during the four-year period following July 18, 2022 (the “Vesting Period”) pursuant to that certain Earn-Out Agreement, dated December 20, 2021, by and among the Reporting Person, the Issuer, and the other parties thereto (the “Earn-Out Agreement”), filed as Exhibit 10.10 to the Registration Statement on Form S-4/A, filed on June 24, 2022 in connection with the Issuer's initial business combination. If during the Vesting Period (i) the price of the shares of Class A Common Stock exceeds a volume-weighted-average price (“VWAP”) of $12.50 per share for any 20 trading days within any 30 trading day period, one-third of the Earn Out shares will immediately vest and no longer be subject to forfeiture; (ii) the price of the shares of Class A Common Stock exceeds a VWAP of $15.00 per share for any 20 trading days within any 30 trading day period, one-third of the Earn Out shares will immediately vest and no longer be subject to forfeiture; and (iii) the price of the shares of Class A Common Stock exceeds a VWAP of $18.00 per share for any 20 trading days within any 30 trading day period, one-third of the Earn Out shares will immediately vest and no longer be subject to forfeiture;. Any Earn-Out Shares that do not vest during the Vesting Period shall be redeemed for nominal value and cancelled in accordance with the Earn-Out Agreement.

 

All calculations of beneficial ownership are based upon 85,820,365 Class A Shares outstanding as of November 9, 2023, as reported in the Issuer’s Form 10-Q filed November 14, 2023.

 

Origami Capital Partners, LLC is the manager of FLY OCP and Jeffrey Young is the Managing Partner of Origami Capital Partners, LLC. In such capacities, each of the foregoing may be deemed to beneficially own the reported securities. The filing of this Statement shall not be construed as an admission that the Reporting Persons or any of the foregoing are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

 

Item 5.Ownership of Five Percent or Less of a Class

 

Not Applicable.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable.

 

Item 7Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

 

Not Applicable.

 

Item 8.Identification and Classification of Members of the Group

 

Not Applicable.

 

Item 9.Notice of Dissolution of Group

 

Not Applicable

 

Item 10.Certification

 

Not Applicable.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 24, 2024

 

  FLY OCP LLC
   
  By: /s/ Joelle Kellam
  Name: Joelle Kellam
  Title: Partner, Chief Financial Officer and Chief Compliance Officer
 

 

Origami Capital Partners, LLC

   
  By: /s/ Joelle Kellam
  Name: Joelle Kellam
  Title: Partner, Chief Financial Officer and Chief Compliance Officer
 

 

Jeffrey David Young

     
  By: /s/ Jeffrey David Young

 

 

 

 

 

EXHIBIT LIST

 

Exhibit A            Joint Filing Agreement, dated as of January 24, 2024

 

 

 

  

EXHIBIT A

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A common stock, par value $0.0001 per share, of Mondee Holdings, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed, by Origami Capital Partners, LLC as designated filer on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated: January 24, 2024

 

  FLY OCP LLC
   
  By: /s/ Joelle Kellam
  Name: Joelle Kellam
  Title: Partner, Chief Financial Officer and Chief Compliance Officer
 

 

Origami Capital Partners, LLC

   
  By: /s/ Joelle Kellam
  Name: Joelle Kellam
  Title: Partner, Chief Financial Officer and Chief Compliance Officer
 

 

Jeffrey David Young

     
  By: /s/ Jeffrey David Young