ITHAX Acquisition Corp III

The registration establishes the public trading baseline for ITHA’s capital structure, allowing investors to transact against the existing redemption calendar and trust value without altering those underlying terms. All substantive mechanics remain governed by the Registration Statement (File No. 333-291600) originally filed November 17, 2025. The document contains no statements regarding customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or sponsor conduct beyond the CEO’s execution authority.

The filing discloses a $200 million trust ($10.00/share), a 24-month deadline to close a deal, a sponsor with a prior SPAC (ITHAX I/Mondee) that ended in bankruptcy, and a complex incentive structure where non-managing sponsor investors receive founder shares at nominal cost. This creates immediate and substantial dilution for public shareholders and a clear conflict of interest for the sponsor to complete any deal before the deadline.

The filing discloses a new SPAC offering with a $10.00 trust per share, standard redemption mechanics, and a 24-month deadline. Notable is the sponsor's prior SPAC (ITHAX I) which completed a business combination with Mondee Holdings that subsequently filed for Chapter 11 bankruptcy in January 2025, a risk factor highlighted in the filing. The document also details substantial dilution to public shareholders and potential conflicts of interest.

What changed: Quarterly report (Form 10-Q) for ITHAX Acquisition Corp III, a blank-check company, covering the period from its inception (July 3, 2025) through September 30, 2025. The report was filed on January 27, 2026 and includes financial statements for the pre-IPO period, with the IPO itself completed on December 15, 2025 as a subsequent event. First quarterly report since inception. No prior period comparison; the balance sheet shows a pre-IPO shell with $30,900 of deferred offering costs and a $43,538 working capital deficit. The IPO of 23,000,000 units at $10.00 per unit, including full exercise of the over-allotment option, closed on December 15, 2025, placing $230,000,000 in trust. Simultaneously, 5,500,000 private placement warrants were sold for $5,500,000. Underwriters received $4,000,000 cash underwriting fee and are owed a $9,800,000 deferred fee. Sponsor promissory note of $11,320 was settled at closing. Why it matters: Confirms the SPAC is newly funded with a $230M trust ($10.00 per share) and a 24-month deadline (December 2027) to complete a business combination. All standard redemption mechanics, sponsor lock-ups, and warrant terms are in place. No target has been identified. The filing contains no changes to redemption timelines or sponsor conduct beyond the typical SPAC template.

What changed: Form 8-K Current Report (Items 8.01 and 9.01) accompanied by Exhibit 99.1, a corporate press release announcing post-initial public offering unit separation mechanics. Per the Company's press release, beginning on or about January 20, 2026, holders of publicly traded units (symbol “ITHAU”) may elect to separate their holdings into underlying securities. The filing states that each unit consists of one Class A ordinary share (par value $0.0001 per share) and one-half of one redeemable warrant. Upon separation, the shares will trade under symbol “ITHA” and the warrants under symbol “ITHAW,” with each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share. The press release specifies that no fractional warrants will be issued and instructs shareholders to direct their brokers to contact Continental Stock Transfer & Trust Company to process the split. Unseparated units will continue trading under the “ITHAU” symbol. The filing provides no updates regarding redemption thresholds, trust account balances, extension votes, or business combination deadlines. Why it matters: This routine compliance exhibit locks in the mechanical liquidity transition from composite units to tradable equity and derivatives, establishing the exact trigger date (on or about January 20, 2026) and confirming the $11.50 warrant strike without modifying existing shareholder rights or trust structures. Regarding personnel and sponsor conduct, the press release identifies Orestes Fintiklis as both Chief Executive Officer and Chief Financial Officer, and describes him as the founder of Ithaca Capital Partners, a private equity manager, as well as the former sponsor and Chief Executive Officer of ITHAX Acquisition Corp. The entity remains a newly organized Cayman Islands blank check company (SIC 6770) headquartered at 826 Collins Avenue, Suite 201, Miami, FL 33139, with no disclosed customers, revenue streams, market positioning statements, technology assets, or active merger targets. By clarifying the separation process while the search phase continues, the filing prepares the market for future deal announcements without advancing near-term redemption or extension timelines.

What changed: Form 8-K current report with accompanying audited balance sheet (Exhibit 99.1), announcing the consummation of an initial public offering and concurrent private placements. On December 15, 2025, the Company closed its IPO of 23,000,000 Units at $10.00 per Unit for $230,000,000 in gross proceeds, fully exercising the underwriter’s 3,000,000-unit over-allotment option. Concurrently, the Company completed a private placement of 5,500,000 warrants to ITHAX Acquisition Sponsor III LLC (3,500,000 warrants) and Cantor Fitzgerald & Co. (2,000,000 warrants) at $1.00 each, raising $5,500,000. A total of $230,000,000—comprised of $224,500,000 of IPO proceeds (including $9,800,000 of the underwriter’s deferred discount) and $5,500,000 of private placement proceeds—was placed in a trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company. The Company’s charter establishes a 24-month Completion Window from the closing date to effect a business combination, triggering mandatory redemptions within ten business days if unmet. Why it matters: The filing confirms an initial trust funding of $230,000,000, initially anticipated to equal $10.00 per public share. The Sponsor, officers, and directors executed a letter agreement waiving redemption rights for founder shares and public shares concerning the business combination or certain charter amendments, and waiving liquidating distributions on founder shares if a combination fails. The Sponsor assumed liability to restore trust funds below the lesser of $10.00 per public share or the actual per-share trust value if depleted by third-party claims. As of December 15, 2025, the Company had not identified any business combination target nor held substantive discussions with a prospective target. Total transaction costs amounted to $14,211,396 ($4,000,000 cash underwriting fee, $9,800,000 deferred underwriting fee, and $411,396 other offering costs). Outside the trust, the Company holds $1,005,185 in cash and $97,400 in prepaid expenses, resulting in $1,014,909 in working capital. A sponsor affiliate is contracted to provide office and administrative support for $12,500 per month beginning December 11, 2025. Additionally, up to $1,500,000 in future working capital loans may be converted into private placement warrants at $1.00 per warrant at the lender’s option upon a business combination.

What changed: A routine compliance exhibit consisting of a Joint Filing Statement pursuant to Rule 13D-1(k)(1) attached to a Schedule 13G, which formally records the mutual consent among Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah to jointly submit beneficial ownership disclosures for ITHAX Acquisition Corp III under the Securities Exchange Act of 1934. Zero adjustments to redemption calendars, trust account values, extension mechanics, target combination progress, or sponsor conduct are documented. The submission solely executes a procedural consent for shared SEC filings dated December 19, 2025, with no references to amended share counts, voting agreements, or trust distribution schedules. Why it matters: Because the text contains no assertions attributable to executives, sponsors, legal counsel, or third parties regarding customer pipelines, revenue streams, addressable market size, strategic pivots, proprietary technology, commercial partnerships, pending litigation, or executive personnel moves, investors cannot derive operational or transactional forward-looking signals from it. The filing exclusively verifies that the named investment vehicles and individual continue to meet or maintain Section 13(g) reporting thresholds for ITHA securities, leaving all redemption deadlines, cash-per-share parameters, and merger catalyst timelines unaltered and unaddressed.

What changed: SEC Form 3 – Insider Ownership Report. Director Ioannis Tsoutsias filed a Form 3 declaring no non-derivative transactions or holdings. Consequently, there is no change in his equity position, which bears directly on sponsor conduct and executive alignment but produces no mechanical shift in redemption pressures, trust value preservation, extension voting windows, or acquisition pacing. Why it matters: For investors monitoring ITHAX Acquisition Corp III’s deal progress and corporate mechanics, this routine compliance exhibit contains no substantive forward-looking or operational claims. It reports zero activity regarding customer acquisitions, revenue metrics, total addressable market sizing, strategic pivot, technology development, partnership formation, litigation status, or personnel changes. Because the filing registers only a static equity baseline, it offers no predictive signal regarding management conviction, deal urgency, or shareholder liquidity events, leaving the SPAC’s SEARCHING status and trust dynamics unchanged pending future business combination or proxy filings.

What changed: Routine compliance exhibit consisting of a Schedule 13G Joint Filing Agreement between Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander, executed by Global General Counsel Gil Raviv on December 17, 2025 to confirm joint beneficial ownership reporting for Class A Ordinary Shares, par value $0.0001 per share, of ITHAX Acquisition Corp III. Nothing altered regarding redemption deadlines, trust distribution mechanics, extension procedures, target acquisition progress, or sponsor conduct. The filing is purely administrative, establishing that the named Millennium affiliates will submit one consolidated Schedule 13G on their collective behalf under Rule 13d-1(k). No shareholder voting instructions, redemption rights adjustments, or deal-specific covenant modifications are present. Why it matters: The document contains no substantive operational, financial, or strategic disclosures. It makes zero claims about customer contracts, revenue metrics, addressable market size, corporate strategy, technology development, partnership formations, litigation exposure, or executive personnel changes. By omitting these elements, it signals that the listed institutions are maintaining passive monitoring of the ordinary share register during ITHA’s SEARCHING phase rather than actively influencing management or signaling imminent capital commitments. While mechanically inert for redemption calendars and trust preservation, it documents continued institutional attention to the security’s trading register.

What changed: This is a final prospectus (424B4) for the initial public offering of ITHAX Acquisition Corp III, a blank-check SPAC. The document constitutes the definitive offering circular for the sale of 20,000,000 units at $10.00 per unit. This is the first public filing of the complete offering terms for a new SPAC. Key mechanics: trust is $200 million ($10.00 per unit), redemption rights are standard at trust value less taxes payable; the deadline to complete a business combination is 24 months from closing; there is a 15% limit on redemptions per shareholder group if shareholder vote is used; sponsor and Cantor will purchase 5,500,000 private placement warrants at $1.00 each; management has substantial prior SPAC experience (ITHAX I, which combined with Mondee, which later filed for Chapter 11 bankruptcy in January 2025); no target has been selected. Why it matters: Every SPAC filing matters for redemption tracking as it sets the trust size and baseline for future NAV calculations. This document also provides extensive detail on sponsor economics: the sponsor bought founder shares at $0.003/share, creating massive dilution. The prospectus discloses that ITHAX I (a prior SPAC led by the same CEO) combined with Mondee, which subsequently filed for Chapter 11 — a significant track record disclosure. The non-managing sponsor investor structure (institutional investors buying warrants and founder shares indirectly) is an unusual governance element, potentially affecting alignment. No target has been identified, but the stated focus (assets management, hospitality, AI, digital assets, enterprise value >$500M) is guidance for future deal announcements.

What changed: Current Report on Form 8-K filed to disclose the consummation of the initial public offering (IPO) of ITHAX Acquisition Corp III, including the full exercise of the underwriters' over-allotment option, and the entry into associated agreements. The Company closed its IPO of 23,000,000 units at $10.00 per unit for gross proceeds of $230,000,000; $230,000,000 placed in trust account; private placement of 5,500,000 warrants for $5,500,000; appointed three new directors; adopted amended charter. Why it matters: This filing establishes the initial trust value ($10.00 per share) and the 24-month deadline (December 11, 2027) for the SPAC to complete a business combination. It also outlines sponsor lock-ups and conduct agreements. Investors should note the trust size and the target sectors (asset management, leisure, hospitality, etc.).

What changed: SEC Form 3 initial insider ownership report submitted by Director Rahul Vir for ITHAX Acquisition Corp III, disclosing the absence of any non-derivative transactions or equity holdings. Per the Form 3 filed by the director, there are no reported non-derivative acquisitions, dispositions, or outstanding share balances. Consequently, the filing introduces no changes to redemption countdown mechanics, trust value preservation actions, extension trigger events, acquisition target validation milestones, or sponsor conduct metrics. Outside of confirming the director’s initial Section 16(a) compliance status, the document contains no assertions regarding customers, revenue, market size, commercial strategy, technology development, partnership agreements, ongoing litigation, or additional personnel appointments. Why it matters: Investors monitoring redemption deadlines and trust sufficiency receive a baseline compliance confirmation that no insider equity movements have been logged that could signal near-term financing requirements, anchor investor commitments, or voting-power shifts ahead of a business combination vote. The filing sustains the existing SEARCHING timeline by documenting standard regulatory disclosure rather than altering shareholder mechanics, capital structure expectations, or deal execution schedules.