Business Context and Reporting Period
ITHAX Acquisition Corp III is a Cayman Islands exempted company incorporated on July 3, 2025, operating as a blank check company (SPAC) formed to effect a business combination. The filing covers the quarterly period ended June 30, 2026. The Company consummated its Initial Public Offering (IPO) on December 15, 2025, raising $230 million, and has not yet commenced operations or generated operating revenue. It is classified as a shell company, smaller reporting company, and emerging growth company.
Key Financial Metrics
| Metric | Value (Six Months Ended June 30, 2026) | Value (Three Months Ended June 30, 2026) |
|---|---|---|
| Net Income | $3,746,831 | $1,963,107 |
| Operating Loss | $(298,016) | $(122,504) |
| Interest Income (Trust Account) | $4,044,847 | $2,085,611 |
| Trust Account Balance | $234,340,929 | $234,340,929 |
| Cash (Outside Trust) | $526,042 | $526,042 |
| Working Capital Surplus | $625,282 | N/A |
| Deferred Underwriting Fee | $9,800,000 | $9,800,000 |
| EPS (Basic & Diluted) | $0.12 | $0.06 |
Material Changes vs. Prior Period
- Trust Account Growth: The Trust Account balance increased from $230,296,082 as of December 31, 2025, to $234,340,929 as of June 30, 2026, driven by $4,044,847 in interest income earned on U.S. Treasury Bills.
- Redemption Value Accretion: The redemption value per Class A ordinary share increased from $10.01 to $10.19 due to interest earnings, resulting in an accretion charge of $2,085,611 against accumulated deficit for the quarter.
- Cash Position: Operating cash outside the Trust Account decreased from $753,828 to $526,042, reflecting a net cash outflow of $216,286 from operating activities primarily used for general and administrative costs.
- Liabilities: Current liabilities decreased slightly from $97,468 to $94,414, with the "Due to Sponsor" balance fully settled ($0 as of June 30, 2026).
Outlook, Risks, and Management Commentary
Outlook and Liquidity: Management believes the Company has sufficient funds to finance working capital needs for at least one year from the filing date. The Company has until December 15, 2027 (24 months from IPO) to complete a Business Combination. If unsuccessful, the Company will liquidate and redeem public shares at the Trust Account value.
Risks and Contingencies:
- Geopolitical Instability: The filing highlights risks from the Russia-Ukraine conflict and Middle East tensions (Iran-Israel), which could cause market volatility, supply chain interruptions, and impact the ability to find a target.
- Trade Policy: Recent changes in U.S. tariffs and international trade policies create uncertainty regarding future economic conditions and target business valuations.
- Going Concern: While currently sufficient, the Company may need additional financing if due diligence costs exceed estimates or if a significant number of shares are redeemed upon a business combination.
Unusual Items: The Company recorded $218,250 in share-based compensation expense in the prior year for founder shares assigned to independent directors. No such expense was recorded in the current period.
Investor Verification Checklist
- Verify the 24-month deadline for completing a Business Combination (December 15, 2027) and the implications of liquidation if missed.
- Confirm the Trust Account balance of $234.34 million and the current redemption price of $10.19 per share.
- Review the Deferred Underwriting Fee of $9.8 million, which is payable only upon successful completion of a Business Combination.
- Assess the working capital of $526,042 outside the Trust Account to ensure it is sufficient to fund the search for a target through the deadline.
- Monitor geopolitical risk factors disclosed in the filing that could delay or prevent a merger.