ITHAX Acquisition Corp III 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our units, Class A ordinary shares and warrants are traded on Nasdaq under the symbols “ITHAU”, “ITHA” and “ITHAW”, respectively. Our units commenced public trading on December 12, 2025, and our Class A ordinary shares and warrants began separate trading on January 20, 2026. There is no trading market for our Class B ordinary shares. Holders As of March 24, 2026, there was one holder of record of our units, one holder of record of our separately traded Class A ordinary shares, one holder of record of our separately traded public warrants, and one holder of record of our Class B ordinary shares. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness in connection with our business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings Unregistered Sales On July 16, 2025, we issued an aggregate of 7,666,667 Class B ordinary shares, par value $0.0001 per share to our sponsor, for an aggregate purchase price of $25,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Simultaneous with the closing of the initial public offering and the issuance and sale of the units, the Company consummated the private placement of 5,500,000 private placement warrants at a price of $1.00 per private placement warrant, generating total gross proceeds of $5,500,000. The sale of the private placement warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Use of Proceeds The registration statement on Form S-1 (File No. 333-291600) for our initial public offering was declared effective by the SEC on December 11, 2025. On December 15, 2025, the Company consummated the initial public offering of 23,000,000, including 3,000,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at an offering price of $10.00 per Unit. The gross proceeds from the initial public offering were $230,000,000 in the aggregate. Following the closing of the Initial Public Offering on December 15, 2025, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Warrants, was held in the Trust Account. Transaction costs amounted to $14,211,396, consisting of $4,000,000 of cash underwriting fee, $9,800,000 of deferred underwriting fee and $411,396 of other offering costs. There has been no material change in the planned use of proceeds from such use as described in the Company’s registration statement on Form S-1 (File No. 333-291600). 64 Table of Contents ITEM 6. [RESERVED] ​