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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): January 16, 2026

  

ITHAX ACQUISITION CORP III

(Exact name of registrant as specified in its charter)

  

Cayman Islands

(State or other jurisdiction of incorporation)

001-43006

(Commission File Number)

N/A

(IRS Employer Identification No.)

 

826 Collins Avenue, Suite 201

Miami, FL 33139

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (305) 469-0917

 

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 and one-half of one redeemable warrant ITHAU The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share ITHA The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share ITHAW 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 8.01. Other Events.

 

On January 16, 2026, ITHAX Acquisition Corp III (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”), and warrants (the “Warrants”) included in the Units commencing on or about January 20, 2026. Each Unit consists of one Class A Share and one-half of one redeemable Warrant, each whole Warrant exercisable to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on The Nasdaq Stock Market (“Nasdaq”) under the symbol “ITHAU”, and the Class A Shares and Warrants will separately trade on Nasdaq under the symbols “ITHA” and “ITHAW”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Shares and Warrants.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release dated January 16, 2026
     
104   Cover Page Interactive Data File (the cover page XBRL tags are imbedded in the Inline XBRL document).

 

 

 

 

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 III
     
  By: /s/ Orestes Fintiklis
    Name: Orestes Fintiklis
    Title:   Chief Executive Officer and Chief Financial Officer

Dated: January 16, 2026