Business Context and Reporting Period
Company: ITHAX Acquisition Corp III (a Cayman Islands exempted company)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025 (Inception: July 3, 2025)
Business Overview: The Company is a blank check company (SPAC) formed to effect a merger, amalgamation, share exchange, asset acquisition, or similar business combination with one or more businesses. It has no operating history and no revenues. The Company intends to target businesses in the asset management, leisure, hospitality, catering, travel, entertainment, gaming, and lifestyle sectors, driven by next-generation technologies including AI and digital assets, with an enterprise value in excess of $500 million.
Capital Structure: As of March 24, 2026, there were 23,000,000 Class A ordinary shares (public) and 7,666,667 Class B ordinary shares (founder) issued and outstanding. Units (ITHAU), Class A shares (ITHA), and warrants (ITHAW) trade on Nasdaq.
Key Financial Metrics
| Metric | Value |
|---|---|
| Revenue | $0 (No operating history) |
| Net Loss | $(56,044) |
| Total Assets | $231,373,278 |
| Cash and Cash Equivalents (Outside Trust) | $753,828 |
| Trust Account Balance | $230,296,082 (Includes $296,082 interest income) |
| Deferred Underwriting Fee | $9,800,000 |
| Working Capital Surplus | $861,397 |
| Redemption Value per Public Share | $10.01 |
Material Changes and Operational Highlights
- Initial Public Offering (IPO): Consummated on December 15, 2025. Sold 23,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000. This included the full exercise of the underwriters' over-allotment option for 3,000,000 Units.
- Private Placement: Simultaneously with the IPO, sold 5,500,000 Private Placement Warrants at $1.00 per warrant, generating $5,500,000 in gross proceeds.
- Trust Account Funding: $230,000,000 was deposited into the Trust Account at IPO closing. As of December 31, 2025, the balance grew to $230,296,082 due to interest income on U.S. Treasury Bills.
- Transaction Costs: Total transaction costs were $14,211,396, comprising $4,000,000 in cash underwriting fees, $9,800,000 in deferred underwriting fees, and $411,396 in other offering costs.
- Operating Expenses: The Company incurred formation, general, and administrative costs of $133,876 and share-based compensation expense of $218,250 (related to founder shares assigned to independent directors).
Guidance, Outlook, and Risks
Outlook and Strategy: The Company has until December 15, 2027 (24 months from IPO) to consummate an initial business combination. If unsuccessful, it will liquidate and redeem public shares. Management intends to use funds outside the Trust Account ($753,828 as of year-end) for working capital and transaction costs. Additional financing may be required to complete a business combination, potentially through equity issuances or debt, which could dilute shareholders.
Management Commentary: Management believes the funds held outside the Trust Account are sufficient to support operations through the completion window. The Company is an "emerging growth company" and a "smaller reporting company," allowing for reduced disclosure obligations.
Key Risks:
- Completion Risk: No target has been selected; failure to complete a business combination within 24 months will result in liquidation.
- Redemption Risk: Public shareholders may redeem shares for cash upon a business combination, potentially reducing funds available for the transaction.
- Investment Company Act: Risk of being deemed an unregistered investment company if the Trust Account holds securities for too long; the Company may liquidate Trust investments into cash to mitigate this.
- Geopolitical Factors: Ongoing conflicts (Russia-Ukraine, Middle East) and trade policy changes could adversely affect the search for targets or the target's operations.
- Conflicts of Interest: Sponsor and management have significant influence and may have conflicts regarding target selection and compensation.
Investor Verification Checklist
- Trust Account Liquidity: Verify the current balance of the Trust Account and the interest rate environment to assess the redemption value per share.
- Working Capital Sufficiency: Confirm that the $753,828 cash balance outside the Trust is sufficient to fund the search for a target through the December 2027 deadline without needing immediate dilutive financing.
- Deferred Underwriting Fee: Note the $9,800,000 deferred fee payable only upon a successful business combination; this is a significant liability contingent on deal closure.
- Founder Share Conversion: Review the anti-dilution provisions for Class B founder shares, which convert to Class A at a ratio ensuring the sponsor retains 25% of the post-IPO share count (excluding private placement warrants), potentially causing significant dilution to public shareholders.
- Extension Provisions: Understand the mechanism for extending the 24-month completion window, which requires shareholder approval and may involve additional deposits into the Trust Account.