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). The filing covers the quarter ended March 31, 2026. The Company consummated its Initial Public Offering (IPO) on December 15, 2025, raising $230 million. As of the reporting date, the Company has not commenced any operations and is actively seeking a target business for a Business Combination. It is classified as a shell company, a smaller reporting company, and an emerging growth company.
Key Financial Metrics
| Metric | Value (Q1 2026) |
|---|---|
| Net Income | $1,783,724 |
| Operating Loss | ($175,512) |
| Interest Income (Trust Account) | $1,959,236 |
| Cash (Outside Trust) | $653,598 |
| Trust Account Balance | $232,255,318 |
| Total Assets | $233,135,153 |
| Total Liabilities | $9,875,619 |
| Deferred Underwriting Fee | $9,800,000 |
| Working Capital Surplus | $716,665 |
| Net Income Per Share (Class A & B) | $0.06 |
Material Changes vs. Prior Period
- Trust Account Growth: The Trust Account balance increased from $230,296,082 (Dec 31, 2025) to $232,255,318 (Mar 31, 2026), driven by $1,959,236 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 $10.10 due to interest earnings.
- Cash Position: Operating cash outside the Trust Account decreased by $100,230, from $753,828 to $653,598, primarily due to operating expenses and prepaid expense adjustments.
- Liabilities: Total liabilities decreased slightly by $21,849, largely due to the reduction of amounts due to the Sponsor and accrued offering costs.
Outlook, Risks, and Management Commentary
Outlook and Liquidity: Management believes it has sufficient funds to finance working capital needs for at least one year from the filing date. The Company has a 24-month "Completion Window" from the IPO closing (December 15, 2025) to complete a Business Combination. If no combination is completed, the Company will liquidate and redeem public shares.
Risks and Contingencies:
- Geopolitical Instability: The filing highlights risks from the Russia-Ukraine conflict and Middle East tensions, which could cause market volatility, supply chain interruptions, and impact the search for a target.
- Trade Policy: Recent changes in U.S. tariffs and international trade policies create uncertainty regarding the ability to complete a Business Combination.
- 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 quarter (Q4 2025) related to the transfer of founder shares to independent directors. No such expense was recorded in Q1 2026.
Investor Verification Checklist
- Trust Account Yield: Verify the interest rate environment and the specific composition of the Trust Account (U.S. Treasury Bills) to assess future accretion rates.
- Completion Window: Confirm the exact deadline for the Business Combination (24 months from Dec 15, 2025) and any potential extension mechanisms.
- Deferred Fees: Note the $9.8 million deferred underwriting fee payable only upon a successful Business Combination.
- Share Structure: Verify the 23,000,000 public shares (Class A) and 7,666,667 founder shares (Class B) and their respective voting rights and conversion ratios.
- Related Party Transactions: Review the Administrative Services Agreement ($12,500/month) and the potential for Working Capital Loans from the Sponsor.