Business Context and Reporting Period
ITHAX Acquisition Corp III, a Cayman Islands-based emerging growth company, filed this Form 8-K on December 19, 2025, to report events occurring on December 15, 2025. The Company consummated its initial public offering (IPO) and related private placements on this date.
Key Financial Metrics
- Units Sold: 23,000,000 Units (including 3,000,000 from full over-allotment exercise).
- Offering Price: $10.00 per Unit.
- Gross IPO Proceeds: $230,000,000.
- Private Placement Proceeds: $5,500,000 total ($3,500,000 from Sponsor; $2,000,000 from Representative).
- Total Gross Proceeds: $235,500,000.
- Trust Account Funding: $230,000,000 deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A.
- Deferred Underwriting Discount: $9,800,000 included in the trust account amount.
- Warrant Exercise Price: $11.50 per share.
Material Changes
This filing represents the Company's initial capitalization event. There is no prior comparable period for revenue or operating metrics as the Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination. The primary material change is the transition from a pre-IPO entity to a publicly traded company with $230,000,000 in trust assets.
Outlook and Management Commentary
The filing confirms the successful completion of the IPO and the placement of funds into a trust account, which is standard procedure for Special Purpose Acquisition Companies (SPACs) to preserve capital for a future business combination. The Company has issued an audited balance sheet as of December 15, 2025, reflecting these proceeds. No specific guidance regarding a target acquisition or timeline for a business combination is provided in this document.
Investor Verification Checklist
- Verify the full terms of the underwriting agreement, specifically the $9,800,000 deferred discount.
- Review the audited balance sheet (Exhibit 99.1) to confirm the exact cash position outside the trust account.
- Confirm the redemption rights and conditions attached to the Class A ordinary shares.
- Examine the warrant terms, including the $11.50 exercise price and any redemption triggers.
- Monitor future filings for the identification of a target business combination.