REVERSE RECAPITALIZATION (Tables)

12 Months Ended

Dec. 31, 2023

Upon the closing of the Business Combination and the PIPE Financing, the Company received net cash proceeds of $62.2 million. The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of changes in mezzanine equity and stockholders’ deficit for the year ended December 31, 2022 (in thousands):


	Recapitalization
Cash proceeds from ITHAX, net of redemptions	$	8,548
Cash proceeds from PIPE Financing	70,000
Less: Cash payment of ITHAX transaction costs and underwriting fees	(7,357)
Less: Cash payment of Legacy Mondee transaction costs and advisory fees paid	(9,000)
Net cash proceeds upon the closing of the Business Combination and PIPE financing	62,191
Less: Cash payment of ITHAX and Legacy Mondee transaction costs subsequent to closing of the Business Combination	(7,347)
Net cash proceeds as of December 31, 2022	54,844
Less: Non-cash net liabilities assumed from ITHAX	(3,105)
Less: Legacy Mondee transaction costs incurred and unpaid as of December 31, 2022	(3,274)
Net contributions from the Business Combination and PIPE financing as of December 31, 2022	$	48,465

The following table presents the number of shares of the Company Class A Common Stock outstanding immediately following the consummation of the Business Combination:


ITHAX Class A Ordinary Shares, outstanding prior to Business Combination			24,825,000
ITHAX Class B Ordinary Shares, outstanding prior to Business Combination			5,433,750
Less: Redemption of ITHAX Class A Ordinary Shares			(23,311,532)
Shares issued from PIPE financing			7,000,000
Total shares from the Business Combination and PIPE Financing			13,947,218
Legacy Mondee shares1			60,800,000
Total shares of Class A Common Stock immediately after Business Combination (Class A Common Stock)*			74,747,218

*Total shares excludes earn-out shares of 7,400,000.

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1			The number of Legacy Mondee shares was determined from the 1 Mondee Holdings II, Inc. Class A Common Stock outstanding immediately prior to the closing of the Business Combination, converted at the Exchange Ratio of 60,800,000