ITHAX Acquisition Corp III-A美股招股说明书(2025-12-15版)

ITHAX Acquisition Corp III 20,000,000Units ITHAX Acquisition Corp III is a blank check company incorporated as a Cayman Islands exempted company andformed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase,reorganization or similar business combination with one or more businesses, which we refer to throughout thisprospectus as our initial business combination. We have not selected any business combination target and we have not,nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any businesscombination target. We may pursue an initial business combination in any business or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ClassAordinary share and one-halfof one redeemable warrant. Each whole warrant entitles the holder thereof to purchase oneClassA ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrantsare exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.The warrants will become exercisable the later of 30days after the completion of our initial business combination and12months from the closing of this offering, and will expire fiveyears after the completion of our initial businesscombination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-dayoptionfrom the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for,or vote against, our initial business combination, all or a portion of their ClassA ordinary shares that are sold as part ofthe units in this offering, which we refer to collectively as our public shares, upon the completion of our initialbusiness combination at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trustaccount described below as of two businessdays prior to the consummation of our initial business combination,including interest earned on the funds held in the trust account, less taxes payableless taxes payable, divided by thenumber of then outstanding public shares, subject to the limitations and on the conditions described herein.Theproceeds placed in the Trust Account and the interest earned thereon shall not be used to pay for possible excise tax orany other fees or taxes that may be levied on the Company pursuant to any current, pending or future rulesor laws,including without limitation any excise tax due under the Inflation Reduction Act of 2022 (“IRA”) on any redemptionsor share repurchases by the Company.See“Summary— The Offering— Redemption rights for public shareholdersupon completion of our initial business combination” and “Summary— The Offering— Redemption of publicshares and distribution and liquidation if no initial business combination”on page36 for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combinationand we do not conduct redemptions in connection with our initial business combination pursuant to the tender offerrules, our amended and restated memorandum and articles of association provide that a public shareholder, togetherwith any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a“group” (asdefined under Section13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), willbe restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in thisoffering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of theirshares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) foror against our initial business combination.See“Summary—TheOffering— Limitation on redemption rights ofshareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote”on page35 forfurther discussion on certain limitations on redemption rights. Our sponsor,ITHAX Acquisition Sponsor III LLC, and Cantor Fitzgerald& Co., the representative of theunderwriters, have committed to purchase an aggregate of 5,500,000 private placement warrants (whether or not theunderwriters’ over-allotmentoption is exercised), each exercisable to purchase one ClassA ordinary share at$11.50pershare, at a price of $1.00 per warrant, or $5,500,000 in the aggregate (whether or not the underwriters’ over-allotmentoption is exercised), in a private placement that will close simultaneously with the closing of this offering.Of those 5,500,000 private placement warrants (whether or not the underwriters’ over-allotmentoption is exercised),our sponsor has agreed to