ITHAX Acquisition Corp III

Previous wording

For the three months ended March 31, 2026, we had a net income of $1,783,724, which consists of marketable securities held in the Trust Account of $1,959,236 and general and administrative costs of $175,512.

Current wording

For the three months ended June 30, 2026, we had a net income of $1,963,107, which consists of marketable securities held in the Trust Account of $2,085,611 offset by general and administrative costs of $122,504.

Previous wording

For the period three months ended March 31, 2026, cash used in operating activities was $88,730. Net income of $1,783,724 was affected by interest earned on cash and marketable securities held in Trust Account of $1,959,236. Changes in operating assets and liabilities used $86,782 of cash for operating activities.

Current wording

For the six months ended June 30, 2026, cash used in operating activities was $216,286. Net income of $3,746,831 was affected by interest earned on cash and marketable securities held in Trust Account of $4,044,847. Changes in operating assets and liabilities provided $81,730 of cash for operating activities.

Previous wording

As of March 31, 2026, we had marketable securities held in the Trust Account of $232,255,318 primarily consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and excludes the deferred underwriting fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of June 30, 2026, we had marketable securities held in the Trust Account of $234,340,929 primarily consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and excludes the deferred underwriting fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

Commencing on December 11, 2025, the effective date of the Initial Public Offering, the Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $12,500 per month for office space, utilities, and secretarial and administrative support. For the three months ended March 31, 2026, we incurred and paid $37,500 in fees for these services.

Current wording

Commencing on December 11, 2025, the effective date of the Initial Public Offering, the Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $12,500 per month for office space, utilities, and secretarial and administrative support. For the three and six months ended June 30, 2026, we incurred $37,500 and $75,000 and paid $58,468 and $83,468 in fees for these services, respectively.

Previous wording

On December 10, 2025, the Sponsor assigned and transferred an aggregate of 45,000 founder shares, represented by Sponsor membership interests, to the three independent directors (15,000 founder shares each) of the Company in exchange for their services as independent directors. The total fair value of the 15,000 founder shares represented by such membership interests assigned to the holders of such interests on December 10, 2025 was $218,250 or $4.85 per share. The Company established the initial fair value of the founder shares using a Monte Carlo model based on management’s assumptions and estimates.

Current wording

On December 10, 2025, the Sponsor assigned and transferred an aggregate of 45,000 founder shares, represented by Sponsor membership interests, to the three independent directors (15,000 founder shares each) of the Company in exchange for their services as independent directors. The total fair value of the 45,000 founder shares represented by such membership interests assigned to the holders of such interests on December 10, 2025 was $218,250 or $4.85 per share. The Company established the initial fair value of the founder shares using a model based on the probability of successfully completing a Business Combination and discounted for a lack of marketability, based on management’s assumptions and estimates.