Mondee SPAC
MONDEE
Forward-Looking Statements
Certain statements in this Document may be considered forward-looking statements. Forward-looking statements generally relate to future events or ITHAX's or Mondee's future financial or operating
performance. For example, projections of future Revenue, Adjusted EBITDA and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology
such as "may", "should", "expect", "intend", "will", "estimate", "anticipate”, “believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. 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 ITHAX and its management, and Mondee and its management, as the case may be, are
inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that
could give rise to the termination of the Business Combination; (2) the outcome of any legal proceedings that may be instituted against ITHAX, Mondee, the combined company or others following the
announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the
shareholders of ITHAX, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be
required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards
following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of ITHAX or Mondee as a result of the announcement and
consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business
Combination; (9) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the Business
Combination; (10) the possibility that ITHAX, Mondee or the combined company may be adversely affected by other economic, business, and/or competitive factor; (11) the impact of COVID-19 on Mondee's
business and/or the ability of the parties to complete the proposed Business Combination; (12) Mondee's estimates of expenses and profitability and underlying assumptions with respect to stockholder
redemptions and purchase price and other adjustments; and (12) other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements
and Risk Factor Summary" in ITHAX's final prospectus relating to its initial public offering dated February 1, 2021 and in subsequent filings with the U.S. Securities and Exchange Commission, including the
registration statement on Form S-4 expected to be filed relating to the Business Combination.
Nothing in this Document 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. Author and any of their affiliates, directors, officers
and employees expressly disclaim 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.
The Document does not constitute investment, legal, accounting, regulatory, taxation or other advice or a recommendation and does not take into account investment objectives and/or legal, accounting,
regulatory, taxation or financial situation and/or particular needs. The recipient of this Document is solely responsible for forming its own opinions and conclusions on such matters and the market and for
making its own independent assessment of the Document. The recipient is solely responsible for seeking independent professional advice in relation to any action taken on the basis of the Document and,
by accepting this Document, the recipient confirms that it is not relying upon the information contained herein to make any decision. No securities commission or securities regulatory authority in the United
States or any other jurisdiction has in any way passed upon them merits of the Business Combination or the accuracy or adequacy of this Document.
The Document has been prepared by Author exclusively for the benefit and internal use of the recipient. The recipient is not permitted to duplicate the information provided in the Document and to
communicate the received information to any third party without Author's prior written consent.
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