Mondee Announces Commencement of an Offer to Purchase and

AUSTIN, Texas, Sept. 16, 2022 (GLOBE NEWSWIRE) — Mondee Holdings, Inc. (Nasdaq: MOND) (“Mondee” or the “Company”), the high-growth, journey expertise firm and market, with a portfolio of globally acknowledged platforms and manufacturers within the leisure and company journey sectors, right this moment introduced that it has commenced an supply to buy (the “Offer”) all of its excellent public warrants (the “Public Warrants”) and non-public placement warrants (the “Private Placement Warrants” and, along with the Public Warrants, the “Warrants”) to buy shares of its Class A standard inventory, par worth $0.0001 per share, at a purchase order worth of $0.65 in money, with out curiosity. The objective of the Offer is to cut back the quantity of shares of Class A standard inventory that might turn out to be excellent upon the train of Warrants, thus offering traders and potential traders with better certainty as to Mondee’s capital construction.

Mondee can also be soliciting consents (the “Consent Solicitation”) to amend the Amended and Restated Warrant Agreement, dated as of July 18, 2022 (the “Warrant Agreement”), by and between Mondee and Continental Stock Transfer & Trust Company (the “Transfer Agent”), which governs all of the Warrants, to allow Mondee to redeem every excellent Warrant for $0.01 in money, with out curiosity, which is roughly 98% lower than the worth relevant to the Offer (such modification, the “Warrant Amendment”). Pursuant to the phrases of the Warrant Agreement, the adoption of the Warrant Amendment would require the consent of holders of a minimum of a easy majority of the excellent Public Warrants because it relates to the Public Warrants and the consent of holders of a minimum of a easy majority of the excellent Private Placement Warrants because it relates to the Private Placement Warrants. In order to tender the Warrants within the Offer and obtain $0.65 in money for every of their Warrants, holders of the Warrants are required to execute the Consent Solicitation.

The Offer can be open till one minute after 11:59 p.m., Eastern Time, on October 17, 2022, except prolonged or earlier terminated by Mondee (the “Expiration Date”). Tendered Warrants could also be withdrawn by holders at any time prior to the Expiration Date. It is the Company’s obligation to full the Offer will not be conditioned on the tender of a minimal quantity of Warrants.

The Offer and Consent Solicitation are being made pursuant to an Offer to Purchase dated September 16, 2022, and Schedule TO, dated September 16, 2022, every of which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and extra absolutely set forth the phrases and situations of the Offer and Consent Solicitation.

The Company’s Class A standard inventory and Public Warrants are listed on The Nasdaq Stock Market LLC underneath the symbols “MOND” and “MONDW,” respectively. As of September 12, 2022, a complete of 12,397,485 Warrants have been excellent.

Roth Capital Partners, LLC has been appointed because the Dealer Manager for the Offer and Consent Solicitation, Morrow Sodali (“Morrow”) has been appointed because the Information Agent for the Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company has been appointed because the Depositary for the Offer and Consent Solicitation. All questions regarding tender procedures and requests for extra copies of the supply supplies, together with the letter of transmittal and consent must be directed to Morrow at (800) 662-5200 (toll-free) or [email protected].

Important Additional Information Has Been Filed with the SEC
Copies of the Schedule TO and Offer to Purchase can be obtainable free of cost on the web site of the SEC at www.sec.gov. Requests for paperwork might also be directed Morrow at (800) 662-5200 (toll-free) or [email protected].

This announcement is for informational functions solely and shall not represent an supply to buy or a solicitation of an supply to promote the Warrants. The Offer and Consent Solicitation are being made solely via the Schedule TO and Offer to Purchase, and the entire phrases and situations of the Offer and Consent Solicitation are set forth within the Schedule TO and Offer to Purchase.

Holders of the Warrants are urged to learn the Schedule TO and Offer to Purchase rigorously earlier than making any determination with respect to the Offer and Consent Solicitation as a result of they include essential info, together with the varied phrases of, and situations to, the Offer and Consent Solicitation.

None of Mondee, any of its administration or its board of administrators, or the Dealer Manager or the Information Agent or Depositary or every other individual makes any advice as to whether or not or not Warrant holders ought to tender Warrants for alternate within the Offer or consent to the Warrant Amendment within the Consent Solicitation. Warrant holders should make their very own determination as to whether or not to tender their Warrants and, if that’s the case, what number of Warrants to tender.

About Mondee

Mondee is a bunch of main journey expertise, service, and content material corporations driving disruptive modern change within the leisure and company journey markets. They ship a revolutionary expertise platform of SaaS, cellular, and cloud merchandise and providers to a world buyer base, processing over 50 million day by day searches and multi-billion {dollars} of transactional quantity yearly. The Company is connecting a community of 50,000+ leisure journey advisors and gig economy employees to 500+ airways and over 1 million resort and trip leases, packaged options and ancillary choices. Founded in 2011, Mondee is headquartered in Austin, Texas, with 17 workplaces within the USA and Canada, and operations in India, Thailand, and Ireland. On July 18, 2022, Mondee accomplished a business mixture with ITHAX Acquisition Corp., a former Cayman Islands exempted firm, and has been buying and selling as a publicly listed firm on Nasdaq since July 19, 2022 underneath the ticker image “MOND”. For extra info, please go to https://www.mondee.com.  

Forward-Looking Statements:

This press launch comprises “forward-looking statements” inside the which means of federal securities regulation. Forward-looking statements could be recognized by phrases equivalent to: “believe,” “can”, “”may,” “expects,” “intends,” “potential,” “plans,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding future growth, performance, business prospects and opportunities, future plans and intentions or other future events are forward looking statements. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. The Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the ability to implement business plans, forecasts, and other expectations after the recently completed business combination between ITHAX Acquisition Corp. and Mondee Holdings II, Inc., the outcome of any legal proceedings that may be instituted against the Company or others and any definitive agreements with respect thereto, the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees, the ability to meet Nasdaq’s listing standards, and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s registration statement on Form S-4 relating to the business combination declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 27, 2022, the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2022, and in the Company’s subsequent filings with the SEC. There may be additional risks that the Company does not presently know of or that the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events.

For Further Information, Contact:

Public Relations
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Investor Relations
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