424B3 1 a8kbylawsdecembersticker.htm 424B3 8K Bylaws December Sticker

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268198
PROSPECTUS SUPPLEMENT
To Prospectus dated December 9, 2022

Primary Offering of
Up to 1,275,000 Shares of Class A Common Stock
Issuable upon Exercise of Warrants

Secondary Offering of
Up to 1,275,000 Shares of Class A Common Stock
and
Up to 1,275,000 Warrants to Purchase Class A Common Stock

Mondee Holdings, Inc.
This prospectus supplement updates and supplements the information contained in the prospectus dated December 9, 2022 (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. 333-268198) with the information contained in our Current Report on Form 8-K which was filed with the Securities and Exchange Commission on July 18, 2023 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of 1,275,000 shares of our Class A common stock, $0.0001 par value per share (the “Class A common stock”), upon exercise from time to time of 1,275,000 redeemable warrants to purchase Class A common stock at an exercise price of $11.50 (the “Preferred Financing Warrants”) by third parties that did not purchase the Preferred Financing Warrants from the Company in the private placement that closed on September 29, 2022.
The Prospectus and this prospectus supplement also relate to the resale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”) of (i) up to 1,275,000 shares of Class A common stock that may be issued upon the exercise of the Preferred Financing Warrants and (ii) up to 1,275,000 Preferred Financing Warrants. We will not receive any proceeds from the sale of shares of Class A common stock or Preferred Financing Warrants by the Selling Securityholders pursuant to the Prospectus, except with respect to amounts received by us upon exercise of the Preferred Financing Warrants.
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 July 18, 2023, the closing price of our Class A common stock was $6.56.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 15 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 July 19, 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): July 13, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Amendment and Restatement of Bylaws

On July 13, 2023, pursuant to the power granted by the certificate of incorporation as permitted by the Delaware General Corporation Law (the “DGCL”), the board of directors (the “Board”) of Mondee Holdings, Inc., a Delaware corporation (the “Company”), approved the amendment and restatement of the Company’s Bylaws (the “Original Bylaws”) pursuant to the Amended and Restated Bylaws attached hereto and incorporated herein by reference as Exhibit 3.1 (the “New Bylaws”), effective as of July 13, 2023. The following is a summary of the material amendments to the Company’s Original Bylaws effected by the New Bylaws:

•Amended Section 2.4(i) of the Original Bylaws to modify the notice requirements for stockholder proposals to align with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, the requirements of Rule 14a-19 (i.e., the “universal proxy card rules”), while reserving the use of the white card proxies for use by the Board in Section 2.13 of the New Bylaws;
•Amended Section 2.4(iii)(b) of the Original Bylaws to specify the percentage (67%) of voting power of the Company’s outstanding capital stock that a stockholder intends to solicit to approve or adopt a stockholder proposal or otherwise solicit proxies, to align the New Bylaws with Rule 14a-19 under the Exchange Act; and
•Amended certain provisions to align them with and conform them to amendments to the DGCL that have been effected since the Company’s Original Bylaws were adopted, including, without limitation, to:
•Amend Section 2.13 of the Original Bylaws to incorporate the non-exclusive DGCL safe harbor under Section 116 of the DGCL for the documentation, execution, and delivery of documents by electronic transmission; and
•Amend Section 2.14 of the Original Bylaws to eliminate the requirement that the stockholder list be made available for inspection during stockholder meetings, based on amendments to Section 219(a) of the DGCL.

The foregoing description of the amendments effected by the New Bylaws is qualified in its entirety by the full text of the New Bylaws attached hereto and incorporated herein by reference as Exhibit 3.1.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.Description
3.1
104Cover Page Interactive Data File



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: July 18, 2023
   
  By: /s/ Prasad Gundumogula 
   
Name: Prasad Gundumogula
Title: Chief Executive Officer