424B3 1 lakshmi8kmaypros.htm 424B3 Lakshmi 8K May Pros

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-271532
PROSPECTUS SUPPLEMENT
To Prospectus dated May 10, 2023

Primary Offering of
Up to 232,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants

Secondary Offering of
Up to 79,019,171 Shares of Class A Common Stock
and
Up to 232,500 Warrants to Purchase Class A Common Stock

Mondee Holdings, Inc.
This prospectus supplement updates and supplements the information contained in the prospectus dated May 10, 2023 (as may be supplemented or amended from time to time, the “Prospectus”), which forms part of our registration statement on Form S-1 (File No. 333-271532) with the information contained in our Current Report on Form 8-K which was filed with the Securities and Exchange Commission on June 12, 2023 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the resale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”) of up to 79,019,171 shares of our Class A common stock, $0.0001 par value per share (the “Class A common stock”), including (i) 232,500 shares of Class A common stock that may be issued upon the exercise of 232,500 redeemable warrants to purchase Class A common stock at an exercise price of $11.50 (the “Private Placement Warrants”) issued in a private placement in connection with the initial public offering of ITHAX Acquisition Corp., (ii) 7,000,000 PIPE Shares (as defined in the Prospectus), (iii) 60,800,000 shares of Class A common stock issued to Mondee Holdings, LLC and its related entities, (iv) up to 7,400,000 shares of Class A common stock issuable as Earn-out Shares (as defined in the Prospectus) and (v) 3,586,671 Sponsor Member Shares (as defined in the Prospectus). We will not receive any proceeds from the sale of shares of Class A common stock or Private Placement Warrants by the Selling Securityholders pursuant to the Prospectus, except with respect to amounts received by us upon exercise of the Private Placement Warrants.
The Prospectus and this prospectus supplement also relate to the issuance by us of up to an aggregate of 232,500 shares of Class A common stock upon exercise of the Private Placement Warrants from time to time by third parties who did not purchase the Private Placement Warrants from the Company in the above-referenced private placement.
You should read this prospectus supplement in conjunction with the Prospectus. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in the Prospectus.
Our Class A common stock is currently listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “MOND”. On June 9, 2023, the closing price of our Class A common stock was $9.14.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 20 of the Prospectus and in the other documents that are incorporated by reference in the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June 12, 2023.


 

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): June 6, 2023
 
 
Mondee Holdings, Inc. 
(Exact name of registrant as specified in its charter)
 
 
 
Delaware 001-39943 88-3292448
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
 
10800 Pecan Park Blvd
Suite 315
Austin, Texas
 
78750
(Address of principal executive offices)
 (Zip Code)
(650) 646-3320
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K 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
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading
Symbol(s)		 Name of each exchange
on which registered
Class A common stock, $0.0001 par value per share
 MOND 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 ☒
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 8.01 Other Events.

On June 6, 2023, Mondee Holdings, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC (“Morgan Stanley”), as representative of the underwriters named therein (collectively, the “Underwriters”), and certain stockholders of the Company named therein (collectively, the “Selling Stockholders”), relating to the offer and sale (the “Offering”) by the Selling Stockholders of 5,250,000 shares of Class A common stock of the Company (the “Common Stock”) at a price to the public of $10.00 per share. Under the terms of the Underwriting Agreement, the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 787,500 shares of Common Stock.
On June 7, 2023, the Company issued a press release announcing that it had priced the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

On June 9, 2023, the Company and Selling Stockholders closed the Offering, with the Selling Stockholders selling 5,250,000 shares of Common Stock. Additionally, on June 12, 2023, the Company issued a press release announcing the results of the Offering, a copy of which is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference.

The Company did not sell any shares of Common Stock in the Offering and did not receive any proceeds from the Offering.

The Offering was made pursuant to a prospectus supplement, which amended and supplemented the prospectus dated May 10, 2023, which forms part of the Company’s registration statement on Form S-1 (File No. 333-271532) previously filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2023 and declared effective by the SEC on May 10, 2023.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report. The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the exhibit, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits

(d) Exhibits.




SIGNATURES
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.
 
  MONDEE HOLDINGS, INC. 
Dated: June 12, 2023
   
  By: /s/ Prasad Gundumogula 
   
Name: Prasad Gundumogula
Title: Chief Executive Officer