Business Context and Reporting Period
Company: ITHAX Acquisition Corp III (a Cayman Islands emerging growth company)
Reporting Period: December 11, 2025 (Event Date) to December 15, 2025 (Filing Date)
Event: Consummation of Initial Public Offering (IPO) and entry into material definitive agreements.
Key Financial Metrics
| Metric | Value |
|---|---|
| Gross IPO Proceeds | $230,000,000 (23,000,000 Units at $10.00) |
| Private Placement Proceeds | $5,500,000 (5,500,000 Warrants at $1.00) |
| Total Gross Proceeds | $235,500,000 |
| Funds in Trust Account | $230,000,000 |
| Deferred Underwriting Discount | $9,800,000 (included in Trust) |
| Warrant Exercise Price | $11.50 per share |
Note: As this is an IPO filing, revenue, profit, operating cash flow, and debt metrics are not applicable or not provided in this text.
Material Changes and Transactions
- IPO Structure: Sold 23,000,000 Units (including full over-allotment exercise). Each Unit contains one Class A ordinary share and one-half of one redeemable warrant.
- Private Placements:
- 3,500,000 warrants sold to Sponsor (ITHAX Acquisition Sponsor III LLC) for $3,500,000.
- 2,000,000 warrants sold to Cantor Fitzgerald & Co. for $2,000,000.
- Trust Account: $230,000,000 deposited with J.P. Morgan Chase Bank, N.A. (Trustee: Continental Stock Transfer & Trust Company). Funds are restricted until business combination completion, redemption, or liquidation.
- Corporate Governance: Appointed Tim Ryan, Rahul Vir, and Ioannis Tsoutsias to the Board of Directors. Established Audit and Compensation Committees.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company must complete an initial business combination within 24 months from the closing of the IPO (December 15, 2025).
- Redemption Rights: Public shareholders may redeem shares if the Company fails to complete a business combination within the 24-month period or if shareholders vote to amend the Charter regarding redemption obligations.
- Warrant Restrictions: Private Placement Warrants held by the Sponsor and Cantor are non-redeemable, exercisable on a cashless basis, and subject to a 30-day lock-up post-business combination.
- Liquidity: Liquidity is currently provided by the Trust Account and private placement proceeds. The filing does not detail operating cash burn rates.
Investor Verification Checklist
- Verify the exact date of the 24-month deadline for the initial business combination (December 15, 2027).
- Confirm the terms of the deferred underwriting discount ($9,800,000) and conditions for its payment upon business combination.
- Review the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific redemption thresholds and charter amendment rights.
- Assess the Sponsor's commitment and the terms of the Administrative Services Agreement (Exhibit 10.6).
- Monitor the status of the Trust Account to ensure funds remain segregated as required.