ITHAX Acquisition Corp III-A 2026年季度报告

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file suchreports), and (2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period thatthe registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of May15, 2026, there were 23,000,000 ClassA ordinary shares, $0.0001 par value and 7,666,667 ClassB ordinary shares,$0.0001 par value, issued and outstanding. ITHAX ACQUISITION CORP. IIIFORM10-Q FOR THE QUARTER ENDED MARCH 31, 2026TABLE OF CONTENTS Part I. Financial InformationItem 1. Interim Financial StatementsCondensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20253Condensed Statement of Operations for the Three Months Ended March 31, 2026 (Unaudited)4Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31,2026 (Unaudited)5Condensed Statement of Cash Flows for the Three Months Ended March 31, 2026 (Unaudited)6Notes to Condensed Financial Statements (Unaudited)7Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item 3. Quantitative and Qualitative Disclosures About Market Risk22Item 4. Controls and Procedures22Part II. Other Information23Item 1. Legal Proceedings23Item 1A. Risk Factors23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds23Item 3. Defaults Upon Senior Securities23Item 4. Mine Safety Disclosures23Item 5. Other Information23Item 6. Exhibits24Part III. Signatures25 ITHAX ACQUISITION CORP. IIICONDENSED BALANCE SHEETS ITHAX ACQUISITION CORP. IIICONDENSED STATEMENT OF OPERATIONSFOR THE THREE MONTHS ENDED MARCH31, 2026(UNAUDITED) General and administrative costs$175,512Loss from operations(175,512)Other income:Interest earned on cash and marketable securities held in Trust Account1,959,236Total other income1,959,236Net income$1,783,724Basic and diluted weighted average redeemable Class A ordinary shares outstanding23,000,000Basic and diluted net income per redeemable Class A ordinary share$0.06Basic and diluted weighted average non-redeemable Class B ordinary shares outstanding7,666,667Basic and diluted net income per non-redeemable Class B ordinary share$0.06 ITHAX ACQUISITION CORP. IIICONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICITFOR THE THREE MONTHS ENDED MARCH31, 2026(UNAUDITED) ITHAX ACQUISITION CORP. IIICONDENSED STATEMENT OF CASH FLOWSFOR THE THREE MONTHS ENDED MARCH31, 2026(UNAUDITED) Cash Flows from Operating Activities:Net income$1,783,724Adjustments to reconcile net income to net cash used in operating activities:Interest earned on cash and marketable securities held in Trust Account(1,959,236)Changes in operating assets and liabilities:Prepaid expenses97,131Due from Sponsor(8,468)Accounts payable and accrued expenses(1,881)Net cash used in operating activities(88,730) Cash Flows from Financing Activities:Payment of offering costs(11,500)Net cash used in financing activities(11,500) Net Change in Cash(100,230)Cash - Beginning of period753,828Cash - End of period$653,598 The accompanying notes are an integral part of these unaudited condensed financial statements. ITHAX ACQUISITION CORP. IIINOTESTO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2026(UNAUDITED) Note1— Organization and Business Operations ITHAX Acquisition Corp. III (the “Company”) is a blank check company incorporated as a Cayman Islands exemptedcompany on July3, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, shareexchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the“Business Combination”). The Company may pursue an initial Business Combination in any business or industry. As of March 31, 2026, the Company had not commenced any operations. All activity for the period from July