Business Context and Reporting Period
Company: ITHAX Acquisition Corp III (a Cayman Islands exempted company and blank check SPAC).
Reporting Period: Quarter ended September 30, 2025 (Inception: July 3, 2025).
Status: As of the balance sheet date, the Company had not commenced operations. All activity related to formation and preparation for the Initial Public Offering (IPO). The Company is classified as a shell company, non-accelerated filer, and emerging growth company.
Key Financial Metrics
| Metric | Value (as of Sept 30, 2025) |
|---|---|
| Total Assets | $30,900 (Deferred offering costs) |
| Total Liabilities | $43,538 |
| Shareholders' Deficit | $(12,638) |
| Net Loss (Inception to Sept 30) | $(37,638) |
| Cash Balance | $0 |
| Working Capital | Deficit of $43,538 |
| Outstanding Class B Shares | 7,666,667 |
Material Changes and Subsequent Events
The financial statements reflect a pre-IPO state. Significant material events occurred subsequent to the reporting period (between October 1, 2025, and January 23, 2026):
- IPO Completion: On December 15, 2025, the Company consummated its IPO of 23,000,000 Units (including full over-allotment) at $10.00 per Unit, generating gross proceeds of $230,000,000.
- Private Placement: Simultaneously sold 5,500,000 Private Placement Warrants for $5,500,000.
- Trust Account: $230,000,000 was deposited into the Trust Account.
- Liquidity Shift: Post-IPO, the Company held $1,005,185 in cash and had a working capital of $1,014,909 as of December 15, 2025.
- Debt Settlement: The related-party promissory note (outstanding $177,659 at IPO closing) was fully settled.
Outlook, Risks, and Contingencies
Business Combination Timeline: The Company has 24 months from the IPO closing (December 15, 2025) to complete a Business Combination. If unsuccessful, the Company will liquidate and redeem public shares.
Transaction Costs: Total transaction costs amounted to $14,211,396, comprising a $4,000,000 cash underwriting fee, a $9,800,000 deferred underwriting fee, and $411,396 in other offering costs.
Risk Factors:
- Geopolitical Instability: Risks associated with the Russia-Ukraine and Israel-Hamas conflicts, including market volatility, supply chain interruptions, and sanctions.
- Trade Policy: Uncertainty regarding U.S. tariffs and international trade policies could impact target selection.
- Going Concern: Prior to the IPO, the Company relied on Sponsor loans. Post-IPO, management believes funds are sufficient for operations for one year.
Investor Verification Checklist
- Verify the status of the $9,800,000 deferred underwriting fee payable upon Business Combination completion.
- Confirm the exact date of the 24-month liquidation deadline (December 15, 2027) and any potential extension mechanisms.
- Review the terms of the Administrative Services Agreement ($12,500/month) effective December 11, 2025.
- Monitor the Trust Account balance and interest earnings, which are the primary source of redemption value for public shareholders.
- Assess the Sponsor's ability to satisfy indemnification obligations if third-party claims reduce Trust Account funds below $10.00 per share.