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Mondee to go public via merger with SPAC ITHAX

Mondee, a travel marketplace, has agreed to go public via a merger with ITHAX Acquisition Corp, a blank check company formed by the founder of Ithaca Capital and the principals of AXIA Ventures.

Mondee, a travel marketplace, has agreed to go public via a merger with ITHAX Acquisition Corp, a blank check company formed by the founder of Ithaca Capital and the principals of AXIA Ventures. No financial terms were disclosed. When the deal closes, the newly combined company will operate as Mondee and trade on the NASDAQ under the ticker symbol “MOND.”

PRESS RELEASE

SAN MATEO, CA., and NEW YORK, NY. (December 20, 2021) – Mondee Inc. (“Mondee”), a rapid growth, technology-first travel marketplace with a portfolio of globally recognized brands in the leisure, retail and corporate travel sectors, has entered into a business combination agreement with ITHAX Acquisition Corp. (NASDAQ: ITHX) (“ITHAX”). Upon completion of the transaction, which is expected to occur in the first half of 2022, the combined company will retain the Mondee name and is expected to be traded on The Nasdaq Stock Market, LLC (“Nasdaq”) under the new ticker symbol “MOND”.

Founded in 2011, Mondee is modernizing and disrupting the travel market. Mondee’s technology-led growth strategies have produced a strong financial and market track record, especially within the legacy-anchored travel industry. Mondee is now well-positioned to continue these market growth and financial performance trends by leveraging its agile technology platforms, feature-rich product offerings and segment-targeted content to serve the rapidly accelerating gig economy and next-generation travel demand.

Mondee first disrupted the market by providing leisure travel agents with modern technologies and content platforms to transform their legacy systems and better serve the value-savvy traveler, enabling the Company to become a market leader within the growing North America private airfare market. Today, Mondee is rapidly growing its presence in the hotel and car segments, while expanding into cruise and tour offerings. Mondee is now leveraging its market-leading operating system, existing networks and products, and new subscription-based products to become a leading platform serving gig economy workers, small and medium sized corporations, organizations and other closed user groups, making further inroads into the $1 trillion market segment. The Company’s next-generation solutions and comprehensive set of brands include TripPro, Rocketrip, TripPlanet, TripPay and UnPub, which together deploy efficient technology and feature-rich services with access to more segment-specific inventory across low-cost and network air carriers, a broad spectrum of accommodations, and ancillary services, including financial technology, marketing technology, and conversational commerce platforms at far better value than do legacy distribution platforms.

“Mondee developed industry-changing technology that transformed the existing antiquated travel infrastructure with a modern agile platform. Our platform and industry relationships provide the right marketplace with the right tools and the right content offerings to enable and accelerate our customers’ success. Today’s announcement marks the beginning of the next chapter of our growth as the travel market continues to normalize,” said Prasad Gundumogula, Founder and CEO of Mondee. “Mondee’s vision is to transform the entire travel industry, as it already provides ‘travel solutions in a box’ to an extensive network of leisure travel agents, gig-economy workers, corporate and closed membership groups, connecting them seamlessly to a deep pool of airline, hotel, package and ancillary content. The next step in Mondee’s evolution is to continue expanding its content offering by enhancing hospitality options in the vacation rental space and digitizing the cruise and tours segments, while strengthening its distribution program further with subscription-based models for gig economy workers, small and medium sized enterprises, and association members. We are thrilled to partner with the ITHAX team as we look to accelerate our growth across existing channels as well as in new segments, both organically and through M&A.”

“ITHAX launched with a mission to partner with an established travel and hospitality leader with a highly-disruptive yet proven business model, exponential revenue growth and historical EBITDA, and Mondee is precisely that partner,” said Orestes Fintiklis, CEO and Chairman of ITHAX and Founder of Ithaca Capital Partners, a dedicated hospitality and travel private equity investment company.

“Mondee has built a disruptive $3 billion travel marketplace (based on 2019 transaction volume) on technology and content platforms that are generating significant revenue growth within a fragmented, massive market. Prasad and his team have demonstrated their ability to execute on successful and synergistic acquisitions, while Mondee’s multi-pronged growth strategy allows it to continue to capitalize on market trends. We are thrilled by the opportunity to work with Prasad and his seasoned team to help bring the company public at a compelling valuation, which we believe will allow investors to capture a great deal of upside from Mondee’s exponential growth. We look forward to supporting Mondee’s next phase of growth through new business development, capital structure enhancements, and the implementation of its accretive M&A strategy.”

Upon the closing of the business combination, Mondee will continue to be led by its existing management team including Mr. Gundumogula, Chief Financial Officer Dan Figenshu and Chief Operating Officer Jim Dullum, as well as by an experienced Board of Directors including Mr. Gundumogula and Mr. Fintiklis.
Transaction Overview:

The transaction implies a pro forma equity value post-closing of approximately $1 billion. Estimated cash proceeds from the transaction are expected to consist of ITHAX’s $241.5 million of cash held in trust (assuming no redemptions). In addition, investors committed to invest $50 million in the form of a 100% “common equity” PIPE at a price of $10.00 per share of common stock of ITHAX immediately prior to the closing of the transaction. PIPE investors include leading financial institutions such as funds affiliated with Morgan Stanley Investment Management, Origami and ARCPE; principals of major private equity funds; strategic investors in travel and leisure such as Travco and Entertainment Benefits; and a diverse group of prominent family offices from the United States and Europe. The proceeds of the transaction are expected to primarily implement an accretive M&A strategy and optimize the company’s capital structure.

Mondee management, which is the Company’s largest shareholder, is rolling 100% of its equity into the combined company, as are all existing Mondee shareholders, including Mondee’s private equity backers – funds affiliated with Morgan Stanley Investment Management and Origami. Upon the closing of the transaction, and assuming none of ITHAX’s public shareholders elect to redeem their shares, existing Mondee shareholders are expected to own 63% of the combined company, the ITHAX sponsors are expected to own 7% of the combined company, PIPE participants are expected to own 5% of the combined company, and public stockholders are expected to own 25% of the combined company.

The respective board of directors of ITHAX and Mondee have unanimously approved the proposed transaction. Completion of the proposed transaction is subject to ITHAX shareholder and Mondee member approval, certain regulatory approvals and other customary closing conditions.

Cantor Fitzgerald & Co and Union Square Advisors are serving as financial advisors to Mondee. Deutsche Bank Securities Inc. and AXIA Capital Markets are serving as private placement agents to ITHAX, and Deutsche Bank Securities Inc. and Cantor Fitzgerald & Co are serving as capital markets advisors to ITHAX. Kirkland & Ellis LLP is serving as legal advisor to Mondee and Reed Smith LLP is serving as legal advisor to ITHAX.

About Mondee Holdings:
Mondee Holdings is a group of leading travel technology, service, and content companies driving disruptive innovative change in the leisure, corporate, and retail travel markets. They deliver a revolutionary technology platform of SaaS, mobile, and cloud products and services to a global customer base, processing over 50 million daily searches and multi-billion dollars of transactional volume yearly. Founded in 2011, Mondee is headquartered in Silicon Valley, California, with 17 offices in USA and Canada, and operations in India, Thailand, and Ireland. For more information, please visit https://www.mondee.com.

About ITHAX Acquisition Corp:
ITHAX Acquisition Corp. (NASDAQ: ITHX) is a blank check company formed by the founder of Ithaca Capital and the principals of AXIA Ventures. Ithaca Capital is a real estate investment manager with focus on deep-value hospitality investments in the United States, Latin America and Caribbean. AXIA Ventures Group is a leading, independent, privately-owned investment bank founded in 2008 that provides services in more than 20 countries through its offices in New York, London, Milan, Athens and Nicosia. For more information, please visit https://ithaxacquisitioncorp.com.