UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 1, 2021 (January 27, 2021)

 

ITHAX Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-39943		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

555 Madison Avenue
Suite 11A

New York, NY 10022

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (212) 792-0253

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.001 per share, and one-half of one Redeemable Warrant		ITHXU		The Nasdaq Stock Market LLC

 

Class A ordinary share, par value $0.001 per share, included as part of the units		ITHX		The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units		ITHXW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

On February 1, 2021, ITHAX Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 24,150,000 units (the “Units”), including 3,150,000 Units issued pursuant to the full exercise of the underwriters' over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.001 per share (“Class A ordinary share”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $241,500,000.

 

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-251964) related to the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 8, 2021 (as amended, the “Registration Statement”):

 

●

An Underwriting Agreement (the “Underwriting Agreement”), dated January 27, 2021, by and between the Company and Cantor Fitzgerald & Co. (“Cantor”), as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

 

●

A Warrant Agreement, dated January 27, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“CST”), as warrant agent, a copy of which is attached as Exhibit 4.4 hereto and incorporated herein by reference.

 

●

A Letter Agreement, dated January 27, 2021, by and among the Company, its officers, its directors and Sponsor, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

●

An Investment Management Trust Agreement, dated January 27, 2021, by and between the Company and CST, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

 

●

A Registration Rights Agreement, dated January 27, 2021, by and among the Company, Sponsor, Cantor, Rahul Vir, George Syllantavos, and Carlos Guimaraes, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

 

 

●

A Private Placement Units Purchase Agreement, dated January 27, 2021 (the “Sponsor Private Warrants Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

  

	●	A Private Placement Units Purchase Agreement, dated January 27, 2021 (the “Cantor Private Warrants Purchase Agreement”, and together with the Sponsor Placement Warrants Agreement, the “Private Placement Units Purchase Agreements”), by and between the Company and Cantor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.
	●	An Administrative Services Agreement, dated January 27, 2021, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

 

Item 3.02.

Unregistered Sales of Equity Securities.

 

Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreements, the Company completed the private sale of an aggregate of 675,000 warrants (the “Private Warrants”) to the Sponsor and Cantor (465,000 Private Warrants to the Sponsor and 210,000 Private Warrants to Cantor) at a purchase price of $10.00 per Placement Warrant, generating gross proceeds to the Company of $6,750,000. The Private Warrants are identical to the Warrants sold as part of the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

  

Item 8.01.

Other Events

 

A total of $241,500,000, comprised of the proceeds from the IPO after offering expenses and the proceeds of the sale of the Private Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, and up to $100,000 of interest that may be needed to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association (a) that would affect the Company’s public shareholders’ ability to convert or sell their shares to the Company in connection with a business combination or to modify the substance of the Company’s timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 24 months (such period, the “Combination Period”) from the closing of the IPO or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within the Combination Period, subject to applicable law.

 

In addition, the 6,037,500 Class B ordinary shares of the Company (the “Founder Shares”) held by the Sponsor and certain directors of the Company (prior to the exercise of the over-allotment) included an aggregate of up to 787,500 Founder Shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full. Since the underwriter’s over-allotment has been exercised in full, there are no longer any Founder Shares subject to forfeiture.

 

On January 27, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

On February 1, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.		Description
1.1		Underwriting Agreement, dated January 27, 2021, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters.
4.1		Warrant Agreement, dated January 27, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1		Letter Agreement, dated January 27, 2021, by and among the Company, its officers, its directors and ITHAX Acquisition Sponsor LLC.
10.2		Investment Management Trust Agreement, dated January 27, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3		Registration Rights Agreement, dated January 27, 2021, by and among the Company, ITHAX Acquisition Sponsor LLC, Cantor Fitzgerald & Co., Rahul Vir, George Syllantavos, and Carlos Guimaraes.
10.4		Private Placement Units Purchase Agreement, dated January 27, 2021, by and between the Company and ITHAX Acquisition Sponsor LLC.
10.5		Private Placement Units Purchase Agreement, dated January 27, 2021, by and between the Company and Cantor Fitzgerald & Co.
10.6		Administrative Services Agreement, dated January 27, 2021, by and between the Company and  ITHAX Acquisition Sponsor LLC.
99.1		Press Release, dated January 27, 2021.
99.2		Press Release, dated February 1, 2021.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ITHAX Acquisition Corp.
	By:	/s/ Orestes Fintiklis
		Name:	Orestes Fintiklis
		Title:	Chief Executive Officer
Dated: February 1, 2021