ITHAX Acquisition Corp III-A 2025年度报告

Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the Registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days. Yes☐No☒ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the Registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. 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 newor revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ The registrant’s units began trading on Nasdaq on December 12, 2025 and the registrant’s Class A ordinary shares began separate trading on January 20,2026.As of March 24, 2026, 23,000,000 ClassA ordinary shares, par value $0.0001 per share, and 7,666,667 ClassB ordinary shares, par value $0.0001 per share, were issued and outstanding.Documents Incorporated by Reference: None TABLE OF CONTENTS PART I Item 1. Business5Item 1A. Risk Factors22Item 1B. Unresolved Staff Comments63Item 1C. Cybersecurity63Item 2. Properties63Item 3. Legal Proceedings63Item 4. Mine Safety Disclosures63 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities64Item 6. [Reserved]65Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations65Item 7A. Quantitative and Qualitative Disclosures About Market Risk67Item 8. Financial Statements and Supplementary Data67Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure67Item 9A. Controls and Procedures68Item 9B. Other Information68Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections68 PART III Item 10. Directors, Executive Officers and Corporate Governance69Item 11. Executive Compensation77Item 12. Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters78Item 13. Certain Relationships and Related Transactions, and Director Independence79Item 14. Principal Accountant Fees and Services82 PART IV Item 15. Exhibits and Financial Statement Schedules83Item 16. Form 10-K Summary84 Cautionary NoteRegarding Forward-Looking Statements All statements other than statements of historical fact included in this Annual Report on Form10-K including, withoutlimitation,statements under“Management’s Discussion and Analysis of Financial Condition and Results ofOperations” regarding our financial position, business strategy and the plans and objectives of management for futureoperations, are forward looking statements. When used in this Annual Report on Form10-K, words such as “may,”“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative ofsuch terms or other similar expressions, as they relate to us or our management, identify forward looking statements.Such forward looking statements are based on the beliefs of management, as well as assumptions made by, an