MOND / Mondee Holdings, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 3, 2025 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission Fil

Mondee, a leading travel marketplace and artificial intelligence (AI) technology company, has been acquired and recapitalized

Tabhi acquires Mondee out of Chapter 11 Restructuring and Boosts Liquidity and Capital Structure News provided by Mondee April 04, 2025, 08:00 ET Mondee, a leading travel marketplace and artificial intelligence (AI) technology company, has been acquired and recapitalized AUSTIN, Texas, April 04, 2025 (GLOBE NEWSWIRE) – Mondee Holdings, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2025 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission Fi

Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. ASSET PURCHASE AGREEMENT By and Among MONDEE HOLDINGS,

Execution Version Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 18, 2025 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition, Other Events, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2025 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission F

Mondee Takes Strategic Action to Position the Company for Long-Term Growth

Mondee Takes Strategic Action to Position the Company for Long-Term Growth AUSTIN, Texas, January 14, 2025 - Mondee Holdings, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2024 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Mondee Holdings, Inc. 10800 Pecan Park Blvd., Suite 400 Austin, TX 78750

Mondee Holdings, Inc. 10800 Pecan Park Blvd., Suite 400 Austin, TX 78750 December 9, 2024 Via EDGAR Submission Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Mondee Holdings, Inc. Request for Withdrawal of Registration Statement on Form S-3 File No. 333-275616 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securitie

Mondee Announces Receipt of Nasdaq Delist Determination Notice

Mondee Announces Receipt of Nasdaq Delist Determination Notice AUSTIN, Texas, November 29, 2024 - Mondee Holdings, Inc.

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 27, 2024 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Mondee Announces Receipt of Non-Compliance Letter from Nasdaq; Prasad Gundumogula takes leave of absence as CEO; Mondee Appoints Jesus Portillo as CEO

Mondee Announces Receipt of Non-Compliance Letter from Nasdaq; Prasad Gundumogula takes leave of absence as CEO; Mondee Appoints Jesus Portillo as CEO AUSTIN, Texas, November 26, 2024 - Mondee Holdings, Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2024 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

November 25, 2024

November 25, 2024 Jesus Portillo 10800 Pecan Park Blvd., #400 Austin, TX 78750 Re: Addendum Agreement to Employment Agreement Dear Jesus: This letter is a formal addendum (“Addendum Agreement”) to the Employment Agreement dated April 18, 2023 (the “Employment Agreement”), and in particular Section 17 of the Employment Agreement, between you and Mondee Holdings, Inc., a Delaware corporation (the “C

NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-39943 CUSIP NUMBER 465712107 NOTIFICATION OF LATE FILING (Check One): Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: September 30, 2024 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on For

Mondee Finalizes Long-Term Extensions of Term Loan and Preferred Equity with Receipt of $15M Letter of Credit - Term Loan Maturity Extended to June 30, 2028 - Preferred Equity Put Option Extended to December 31, 2028 - Unlocks at least $20M of combin

Mondee Finalizes Long-Term Extensions of Term Loan and Preferred Equity with Receipt of $15M Letter of Credit - Term Loan Maturity Extended to June 30, 2028 - Preferred Equity Put Option Extended to December 31, 2028 - Unlocks at least $20M of combined, additional growth working capital AUSTIN, Texas - Mondee Holdings, Inc.

147066438v8 EXECUTION VERSION Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT NO. 22 AND WAI

147066438v8 EXECUTION VERSION Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2024 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commissio

AMENDMENT AND RESTATEMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION

EXECUTION VERSION AMENDMENT AND RESTATEMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION AMENDMENT AND RESTATEMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION, dated as of August 13, 2024 (this “Amendment”), to the Second Amended and Restated Certificate of Designation, dated as of December 14, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Certificate of Designation”, and the Certificate of Designation, as amended by this Amendment, the “Third A&R Certificate of Designation”), by and among Mondee Holdings, Inc.

SECOND AMENDED AND RESTATED WARRANT AGREEMENT

FINAL FORM SECOND AMENDED AND RESTATED WARRANT AGREEMENT THIS SECOND AMENDED AND RESTATED WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of August [●], 2024, is by and between Mondee Holdings, Inc.

THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Execution Version THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August [●], 2024, is made and entered into by and among Mondee Holdings, Inc.

Mondee Reports Second Quarter 2024 Results and Announces Comprehensive Long-Term Refinancing of its Capital Structure - Net Revenues of $58.3M, up 3% from prior-year quarter, on Gross Bookings of $678M - Adjusted EBITDA3 of $6.1M, up 38% from the pri

Mondee Reports Second Quarter 2024 Results and Announces Comprehensive Long-Term Refinancing of its Capital Structure - Net Revenues of $58.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2024 Mondee Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2024 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission F

NEW WARRANT AGREEMENT

FINAL FORM NEW WARRANT AGREEMENT NEW WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of August [●], 2024, is by and between Mondee Holdings, Inc.

146569933v13 EXECUTION VERSION Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT NO. 21 TO FIN

146569933v13 EXECUTION VERSION Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. THIRD AMENDED AND RESTATED CERTIFICATE OF DESIGNATION

FINAL FORM Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2024 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission F

Mondee Reports Second Quarter 2024 Results and Announces Comprehensive Long-Term Refinancing of its Capital Structure - Net Revenues of $58.3M, up 3% from prior-year quarter, on Gross Bookings of $678M - Adjusted EBITDA3 of $6.1M, up 38% from the pri

Mondee Reports Second Quarter 2024 Results and Announces Comprehensive Long-Term Refinancing of its Capital Structure - Net Revenues of $58.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39943 M

NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-39943 CUSIP NUMBER 465712107 NOTIFICATION OF LATE FILING (Check One): Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: June 30, 2024 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2024 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission Fil

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2024 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission File

Mondee Reports First Quarter 2024 Results - Q1 24 Net Revenues of $58M, up 16% from prior-year quarter, on Gross Bookings of $708M - Q1 24 Adjusted EBITDA of $5.1M, up 27% from the prior-year quarter - Q1 24 Take Rate of 8.2%, up 10% from the prior-y

Mondee Reports First Quarter 2024 Results - Q1 24 Net Revenues of $58M, up 16% from prior-year quarter, on Gross Bookings of $708M - Q1 24 Adjusted EBITDA of $5.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39943

Amendment No. 14 to the Financing Agreement, dated May 7, 2024

144818926v5 AMENDMENT NO. 14 TO FINANCING AGREEMENT AMENDMENT NO. 14, dated as of May 7, 2024 (this "Amendment"), to the Financing Agreement, dated as of December 23, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Financing Agreement"), by and among Mondee Holdings, Inc., a Delaware corporation (the "Parent"), each subsidiary of the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2024 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39943 MONDEE HOLDINGS, INC. (Exa

Executive Compensation Clawback Policy

MONDEE HOLDINGS, INC. CLAWBACK POLICY Purpose Mondee Holdings, Inc. (the “Company”) is establishing this policy to align the interests of executive officers of the Company with those of shareholders, to create and maintain a culture that emphasizes integrity and accountability and to enforce the Company’s pay-for-performance compensation philosophy. This policy provides for the recoupment of certa

List of Subsidiaries

Exhibit 21 List of Subsidiaries of Mondee Holdings, Inc. The following is a list of subsidiaries of Mondee Holdings, Inc. as of the date of the Annual Report on Form 10-K for the year ended December 31, 2023 to which this document is filed as an exhibit. All corporations are subsidiaries of Mondee Holdings, Inc. and, if indented, subsidiaries of the entity under which they are listed. Subsidiary N

Insider Trading Policy

INSIDER TRADING POLICY MONDEE HOLDINGS, INC. PURPOSE: This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Mondee Holdings, Inc. (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of Directors (the “Board”) has adopted this Policy to pr

Power of Attorney

EXHIBIT 24 POWER OF ATTORNEY Each of the directors of Mondee Holdings, Inc. (the “Company”), whose signature appears below, hereby appoints Prasad Gundumogula and Jesus Portillo, or either of them, as his/her attorney to sign, in his/her name and behalf and in any and all capacities stated below, the Company’s Annual Report on Form 10-K pursuant to Section 13 of the Securities Exchange Act of 1934

NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-39943 CUSIP NUMBER 465712107 NOTIFICATION OF LATE FILING (Check One): Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2023 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2024 Mondee Holdings, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2024 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission Fi

Mondee Reports Preliminary Unaudited Q4 & FY 2023 Results - Record Net Revenues and Adjusted EBITDA, exceeding guidance - Q4 23 Net Revenues of $61.1M, up 78% from prior-year quarter, on Gross Bookings of $619M - Q4 23 Adjusted EBITDA of $6.9M, up 33

Mondee Reports Preliminary Unaudited Q4 & FY 2023 Results - Record Net Revenues and Adjusted EBITDA, exceeding guidance - Q4 23 Net Revenues of $61.

Amendment No. 13 to Financing Agreement, dated as of March 11, 2024, by and among Mondee Holdings, Inc., TCW Asset Management Company LLC, and the other parties thereto

CERTAIN IDENTIFIED INFORMATION MARKED WITH "[***]" HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL 143426803v7 AMENDMENT NO.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2024 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission Fi

US4657121079 / MONDEE HOLDINGS INC / FLY OCP LLC - SC 13G Passive Investment

SC 13G 1 tm243996d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Mondee Holdings, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 465712107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2024 Mondee Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2024 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Amendment No. 12 to Financing Agreement, dated as of January 17, 2023, by and among Mondee Holdings, Inc., TCW Asset Management Company LLC, and the other parties thereto

CERTAIN IDENTIFIED INFORMATION MARKED WITH "[***]" HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL CONSENT, WAIVER AND AMENDMENT NO.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Mondee Holdings, Inc.

As filed with the Securities and Exchange Commission on January 12, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MONDEE

Registration No. 333-275616 As filed with the Securities and Exchange Commission on January 12, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MONDEE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 10800 Pecan Park Blvd. 88-3292448 (State or

Form of Award Agreement for Earn-Out Shares.

FORM OF AWARD AGREEMENT This Award Agreement (“Agreement”) is made and entered into by and between Mondee Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2023 Mondee Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 400 Austin, Texas 78750 VIA EDGAR December 21, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549-040

Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 400 Austin, Texas 78750 VIA EDGAR December 21, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549-0405 Attention: Jenifer Gallagher, Staff Accountant Robert Babula, Staff Accountant Re: Mondee Holdings, Inc. Form 10-K for the Fiscal Year ended Decembe

Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A-1, Series A-2 and Series A-3 Preferred Stock

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-1, SERIES A-2 AND SERIES A-3 PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware Pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), Mondee Holdings, Inc. (f/k/a ITHAX Acquisitio

Second Amended and Restated Registration Rights Agreement, dated December 14, 2023, by and between the Company and the Original Subscribers

Exhibit 10.2 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2023, is made and entered

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Subscription Agreement and Plan of Reorganization, dated December 14, 2023, by and between the Company and the MS Subscriber

Exhibit 10.1 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. SUBSCRIPTION AGREEMENT AND PLAN OF REORGANIZATION Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750 Ladies and Gentlemen: WHEREAS, Mondee Holdings, Inc. (the “Company

Amended and Restated Warrant Agreement, dated December 14, 2023, by and between the Company and Continental Stock Transfer & Trust Company

Exhibit 4.1 AMENDED AND RESTATED WARRANT AGREEMENT THIS AMENDED AND RESTATED WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of December 14, 2023, is by and between Mondee Holdings, Inc., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agen

Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750

Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750 VIA EDGAR December 4, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549-0405 Attention: Jenifer Gallagher, Staff Accountant Robert Babula, Staff Accountant Re: Mondee Holdings, Inc. Form 10-K for the Fiscal Year ended December

MONDEE ANNOUNCES ACQUISITION OF LEADING AI COMPANY PURPLEGRIDS Procuring Enterprise AI Platform Marks a Significant Advancement on Mondee’s AI Roadmap

MONDEE ANNOUNCES ACQUISITION OF LEADING AI COMPANY PURPLEGRIDS Procuring Enterprise AI Platform Marks a Significant Advancement on Mondee’s AI Roadmap AUSTIN, Texas-(BUSINESS WIRE)- Mondee Holdings, Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Mondee Holdings, Inc.

As filed with the Securities and Exchange Commission on November 17, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MONDEE HOLDINGS, INC. (Exact name of re

Registration No. 333- As filed with the Securities and Exchange Commission on November 17, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MONDEE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 10800 Pecan Park Blvd. 88-3292448 (State or other jurisdiction of incorporation o

Stock Purchase Agreement by and among Mondee Holdings, Inc., Mondee, Inc., Purple Grids, Inc., Joseph Vijay Raj John and the other sellers thereto, dated as of November 13, 2023.

CERTAIN IDENTIFIED INFORMATION MARKED WITH “[***]” HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2023 Mondee Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Stock Purchase Agreement between LBF Travel Management Corp. and Mondee, Inc., dated as of September 29, 2023

CERTAIN IDENTIFIED INFORMATION MARKED WITH "[***]" HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 29, 2023 (the “Execution Date”), and effective as of July 1, 2023 (the “Effective Date”), is made by and among LBF Travel Management Corp.

Employment Agreement, dated September 14, 2023, by and between Mondee Holdings, Inc. and Prasad Gundumogula

Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39943

Restricted Stock Unit Agreement, dated September 14, 2023, by and between Mondee Holdings, Inc. and Prasad Gundumogula

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MONDEE HOLDINGS, INC. 2022 EQUITY INCENTIVE PLAN * * * * * Participant: Prasad Gundumogula Grant Date: September 14, 2023 Number of Restricted Stock Units Granted: 1,560,000 * * * * * THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Mondee Holdings, Inc., a Delaw

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2023 Mondee Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Mondee Q3 2023 Results: Robust Growth with Record Profitability and Cash Flow Generation - Q3 23 Net Revenue of $54.5M, up 35% from prior-year quarter, on Gross Bookings of $597M - Q3 23 Adjusted EBITDA of 5.5M, up 54% from prior-year quarter - Q3 Ta

Mondee Q3 2023 Results: Robust Growth with Record Profitability and Cash Flow Generation - Q3 23 Net Revenue of $54.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Waiver to Financing Agreement, dated as of November 2, 2023, by and among Mondee Holdings, Inc., TCW Asset Management Company LLC, and the other parties thereto

WAIVER TO FINANCING AGREEMENT WAIVER, dated as of November 2, 2023 (this "Waiver"), to the Financing Agreement, dated as of December 23, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Financing Agreement"), by and among Mondee Holdings, Inc.

Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750

Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750 VIA EDGAR October 31, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549-0405 Attention: Jenifer Gallagher, Staff Accountant Robert Babula, Staff Accountant Re: Mondee Holdings, Inc. Form 10-K for the Fiscal Year ended December

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2023 Mondee Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Amended and Restated Registration Rights Agreement, dated October 17, 2023, by and between the Company and the Original Subscribers

Exhibit 10.2 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.   AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 17, 2023, is made and entered into by and

Warrant Agreement, dated October 17, 2023, by and between the Company and Continental Stock Transfer & Trust Company

Exhibit 10.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of October 17, 2023, is by and between Mondee Holdings, Inc., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transf

Voting Agreement, dated October 17, 2023, by and between the Company and the stockholders named therein

Exhibit 10.5 MONDEE HOLDINGS, INC. VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of October 17, 2023 by and among Mondee Holdings, Inc., a Delaware corporation (the “Company”), and each of the individuals and/or entities set forth on the signature page hereto (each, a “Voting Party” and, collectively, the “Voting Parties”). Each of the Company and the Voting Parties are refe

Promissory Note, dated October 17, 2023, by and between the Company and the Subscriber

Exhibit 10.3 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. Promissory Note THE RIGHTS REPRESENTED BY THIS NOTE AND THE SECURITIES INTO WHICH THE DEBT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE BEIN

Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A-1, Series A-2 and Series A-3 Preferred Stock

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-1, SERIES A-2 AND SERIES A-3 PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware Pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), Mondee Holdings, Inc. (f/k/a ITHAX Acquisition Corp.

MONDEE ENHANCES CAPITAL STRUCTURE WITH ADDITIONAL PREFERRED EQUITY, EXPANDS SHARE REPURCHASE PROGRAM TO UP TO $40 MILLION

Exhibit 99.1 MONDEE ENHANCES CAPITAL STRUCTURE WITH ADDITIONAL PREFERRED EQUITY, EXPANDS SHARE REPURCHASE PROGRAM TO UP TO $40 MILLION AUSTIN, Texas, Oct. 17, 2023 - Mondee Holdings, Inc. (Nasdaq: MOND) (“Mondee” or the “Company”), the high-growth, travel technology company and marketplace, with a portfolio of globally recognized platforms in the leisure and corporate travel sectors, today announc

Letter Agreement, dated October 17, 2023, by and between the Company and MS Investor

Exhibit 10.6 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. October 17, 2023 NH Credit Partners III Holdings L.P. Morgan Stanley Private Credit Attn: [***] [***] Reference is hereby made to the Certificate of Designation of Preferences, Rights and Lim

Subscription Agreement and Plan of Reorganization, dated October 17, 2023, by and between the Company and the Subscriber

Exhibit 10.1 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. SUBSCRIPTION AGREEMENT AND PLAN OF REORGANIZATION Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750 Ladies and Gentlemen: WHEREAS, Mondee Holdings, Inc. (the “Company

, 2023, by and among Mondee Holdings, Inc., TCW Asset Management Company LLC, and the other parties thereto

CERTAIN IDENTIFIED INFORMATION MARKED WITH "[***]" HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AMENDMENT NO.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

MONDEE APPOINTS TRAVEL LUMINARY JEFF CLARKE TO BOARD OF DIRECTORS Distinguished Leader with Board and C-suite Roles in Orbitz, Red Hat, Autodesk, Travelport, HP and Compaq

MONDEE APPOINTS TRAVEL LUMINARY JEFF CLARKE TO BOARD OF DIRECTORS Distinguished Leader with Board and C-suite Roles in Orbitz, Red Hat, Autodesk, Travelport, HP and Compaq AUSTIN, TX – September 20, 2023 – Mondee Holdings, Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commissio

Board Services Agreement dated September 14, 2023, by and between Jeff Clarke and Mondee Holdings, Inc.

BOARD SERVICES AGREEMENT This Board Services Agreement (the “Agreement”) is made as of this 14th day of September, 2023 (the “Effective Date”), by and between MONDEE HOLDINGS, INC.

MONDEE HOLDINGS, INC. Primary Offering of Up to 1,507,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of Up to 72,581,981 Shares of Common Stock Up to 1,507,500 Warrants to Purchase Shares of Common Stock Offered by t

Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-271532 333-268198 PROSPECTUS MONDEE HOLDINGS, INC. Primary Offering of Up to 1,507,500 Shares of Common Stock Issuable Upon Exercise of Warrants and Secondary Offering of Up to 72,581,981 Shares of Common Stock Up to 1,507,500 Warrants to Purchase Shares of Common Stock Offered by the Selling Securityholders This prospectus relates to the issu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2023 Mondee Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission F

Share Purchase Agreement by and among Mondee Holdings, Inc., Mondee, Inc., Mondee Acquisition Company, Inc., Victor Abraham, Sherly Abraham, and Skypass Travel Private Limited dated as of August 12, 2023.

EXHIBIT 2.1 CERTAIN IDENTIFIED INFORMATION MARKED WITH “[***]” HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. STOCK PURCHASE AGREEMENT by and among MONDEE, INC., MONDEE ACQUISITION COMPANY, INC., MONDEE HOLDINGS, INC., VICTOR ABRAHAM, SHERLY ABRAHAM and SKYPASS TRAVEL PRIVATE LIMITED Dated as of Augus

Mondee Acquires Leading Travel Marketplace, Skypass, a leading Travel Marketplace, bringing AI to SMEs Mondee Continues its Accretive M&A Strategy, Strengthening its Global Position as the Foremost AI-Powered Marketplace for Travel Content and Experi

Mondee Acquires Leading Travel Marketplace, Skypass, a leading Travel Marketplace, bringing AI to SMEs Mondee Continues its Accretive M&A Strategy, Strengthening its Global Position as the Foremost AI-Powered Marketplace for Travel Content and Experiences.

Mondee Q2 2023 Results: Disrupts Travel with Revolutionary AI Platform; Delivers Exceptional Growth - Q2 23 Gross Revenue of ~$708M1, 112% of Q2 2022 - Q2 23 Net Revenue of ~$56.8M1, 124% of Q2 2022 - Q2 23 Adjusted EBITDA of $4.4M1, 118% of Q2 2022

Mondee Q2 2023 Results: Disrupts Travel with Revolutionary AI Platform; Delivers Exceptional Growth - Q2 23 Gross Revenue of ~$708M1, 112% of Q2 2022 - Q2 23 Net Revenue of ~$56.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2023 Mondee Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39943 MOND

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Mondee Holdings, Inc.

As filed with the Securities and Exchange Commission on August 14, 2023

As filed with the Securities and Exchange Commission on August 14, 2023 Registration Nos.

Primary Offering of Up to 232,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 79,019,171 Shares of Class A Common Stock Up to 232,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271532 PROSPECTUS SUPPLEMENT To Prospectus dated May 10, 2023 Primary Offering of Up to 232,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 79,019,171 Shares of Class A Common Stock and Up to 232,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement updat

Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268198 PROSPECTUS SUPPLEMENT To Prospectus dated December 9, 2022 Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock and Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplemen

Amended and Restated Bylaws of Mondee Holdings, Inc.

Amended and Restated Bylaws of Mondee Holdings, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 4 Section 1.1 Registered Office. 4 Section 1.2 Other Offices. 4 Article II - Meetings of Stockholders 4 Section 2.1 Place of Meetings. 4 Section 2.2 Annual Meeting. 4 Section 2.3 Special Meeting. 4 Section 2.4 Notice of Business to be Brought before a Meeting. 4 Sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2023 Mondee Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission Fil

Primary Offering of Up to 232,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 79,019,171 Shares of Class A Common Stock Up to 232,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271532 PROSPECTUS SUPPLEMENT To Prospectus dated May 10, 2023 Primary Offering of Up to 232,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 79,019,171 Shares of Class A Common Stock and Up to 232,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement updat

SUBJECT: Mondee Marketplace to Shake Up Online Travel Booking July 19

SUBJECT: Mondee Marketplace to Shake Up Online Travel Booking July 19th Dear Friend, Please join us on July 19th for the virtual launch event of our new industry-leading AI travel marketplace app, Mondee Marketplace.

Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268198 PROSPECTUS SUPPLEMENT To Prospectus dated December 9, 2022 Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock and Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplemen

to the Commission dated

July 7, 2023 Office of the Chief Accountant, Securities and Exchange Commission 460 Fifth Street N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 7, 2023 Mondee Holdings, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 7, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 6, 2023 Mondee Holdings, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 6, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission File

Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268198 PROSPECTUS SUPPLEMENT To Prospectus dated December 9, 2022 Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock and Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplemen

Primary Offering of Up to 232,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 79,019,171 Shares of Class A Common Stock Up to 232,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271532 PROSPECTUS SUPPLEMENT To Prospectus dated May 10, 2023 Primary Offering of Up to 232,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 79,019,171 Shares of Class A Common Stock and Up to 232,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement updat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2023 Mondee Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission Fil

Mondee Holdings, Inc. Announces Pricing of Secondary Offering of Common Stock by Selling Stockholders

Mondee Holdings, Inc. Announces Pricing of Secondary Offering of Common Stock by Selling Stockholders Austin, Texas, June 7, 2023 — Mondee Holdings Inc. (Nasdaq: MOND) (“Mondee” or the “Company”), a technology-driven, next-generation marketplace, today announced the pricing of an underwritten offering of 5,250,000 shares of Mondee’s Class A common stock, par value $0.0001 per share (the “Common St

Mondee Announces Closing of Secondary Offering of Common Stock The Offering represents a significant milestone in diversifying Mondee’s shareholder base and establishing an environment that fosters widespread investor participation

Mondee Announces Closing of Secondary Offering of Common Stock The Offering represents a significant milestone in diversifying Mondee’s shareholder base and establishing an environment that fosters widespread investor participation Austin, Texas, June 12, 2023 — Mondee Holdings, Inc.

Underwriting Agreement, dated June 6, 2023, by and among Mondee Holdings, Inc., Morgan Stanley & Co. LLC, as representative of the underwriters named therein, and certain stockholders named therein.

5,250,000 Shares MONDEE HOLDINGS, INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT June 6, 2023 June 6, 2023 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As representative of the several underwriters named in Schedule II hereto Ladies and Gentlemen: Certain shareholders of Mondee Holdings, Inc., a Delaware corporation (the “Company”), named in Schedu

Primary Offering of Up to 232,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 79,019,171 Shares of Class A Common Stock Up to 232,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271532 PROSPECTUS SUPPLEMENT To Prospectus dated May 10, 2023 Primary Offering of Up to 232,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 79,019,171 Shares of Class A Common Stock and Up to 232,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement updat

Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268198 PROSPECTUS SUPPLEMENT To Prospectus dated December 9, 2022 Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock and Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2023 Mondee Holdings, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission File

5,250,000 Shares Mondee Holdings, Inc. Class A Common Stock

Filed Pursuant to Rule 424(b)(3)  Registration Statement No. 333-271532 Prospectus Supplement (To Prospectus dated May 10, 2023) 5,250,000 Shares Mondee Holdings, Inc. Class A Common Stock The selling stockholders named in this prospectus supplement (the “Selling Stockholders”) are offering 5,250,000 shares of our Class A common stock, par value $0.0001 per share (the “Common Stock”). We will not

SUBJECT TO COMPLETION, DATED JUNE 6, 2023

Filed Pursuant to Rule 424(b)(3)  Registration Statement No. 333-271532 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any

Mondee Holdings, Inc. Q1 2023 Earnings Call Transcript May 15, 2023 7:30 AM CT Source: SA Transcripts

Mondee Holdings, Inc. Q1 2023 Earnings Call Transcript May 15, 2023 7:30 AM CT Source: SA Transcripts Company Participants •Jeff Houston - Senior Vice President, Investor & Public Relations •Prasad Gundumogula - Founder, Chairman, Chief Executive Officer •Jesus Portillo - Chief Financial Officer •Orestes Fintiklis - Vice Chairman and Chief Corporate Strategy and Business Development Officer •Jim D

THE FUTURE OF TRAVEL, NOW Investor Presentation May 2023 © 2023 All Rights Reserved | 2 Safe Harbor Statement (Under the Private Securities Litigation Reform Act of 1995) This presentation contains “forward-looking statements” within the meaning of f

THE FUTURE OF TRAVEL, NOW Investor Presentation May 2023 © 2023 All Rights Reserved | 2 Safe Harbor Statement (Under the Private Securities Litigation Reform Act of 1995) This presentation contains “forward-looking statements” within the meaning of federal securities law.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission File

Mondee Announces First Quarter 2023 Financial Results - 1Q23 Gross Revenue of ~$700M1, 146% of 1Q22 - 1Q23 Net Revenue of ~$50M1, 128% of 1Q22 - 1Q23 Adjusted EBITDA of $4M1, 180% of 1Q22 - Raising 2023 Net Revenue Guidance to $240-$245M, representin

EX-99.1 2 a1q23earningsrelease8k.htm EX-99.1 Mondee Announces First Quarter 2023 Financial Results - 1Q23 Gross Revenue of ~$700M1, 146% of 1Q22 - 1Q23 Net Revenue of ~$50M1, 128% of 1Q22 - 1Q23 Adjusted EBITDA of $4M1, 180% of 1Q22 - Raising 2023 Net Revenue Guidance to $240-$245M, representing 52% growth at midpoint - Announces acquisitions of Brazil-based Interep and Mexico-based Consolid AUSTI

Mondee Acquires Leading Mexican B2B Travel Company, Consolid Mondee Continues its Accretive M&A Strategy Strengthening its Latin American and Global Position as a Modern Marketplace for Travel Content and Experiences in the Global Gig Economy.

Mondee Acquires Leading Mexican B2B Travel Company, Consolid Mondee Continues its Accretive M&A Strategy Strengthening its Latin American and Global Position as a Modern Marketplace for Travel Content and Experiences in the Global Gig Economy.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission File

Primary Offering of Up to 232,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 79,019,171 Shares of Class A Common Stock Up to 232,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271532 PROSPECTUS SUPPLEMENT To Prospectus dated May 10, 2023 Primary Offering of Up to 232,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 79,019,171 Shares of Class A Common Stock and Up to 232,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement updat

Mondee Acquires Interep, Strengthening its Brazilian and Latin American Footprint Mondee continues its accretive M&A strategy by acquiring Interep, a distinguished B2B luxury travel company in Brazil, enhancing Mondee’s Modern Marketplace for Travel

Mondee Acquires Interep, Strengthening its Brazilian and Latin American Footprint Mondee continues its accretive M&A strategy by acquiring Interep, a distinguished B2B luxury travel company in Brazil, enhancing Mondee’s Modern Marketplace for Travel Content and Experiences in the Global Gig Economy.

Stock Purchase Agreement by and among Mondee Brazil, LLC, Mondee Holdings, Inc., Consolid Mexico Holding, S.A.P.I. de C.V., José Luis Castro Gómez, Abraham Shabot Cherem, Judith Guerra Aguijosa, and the other parties thereto, dated as of May 12, 2023.

Exhibit 2.1 CERTAIN IDENTIFIED INFORMATION MARKED WITH “[***]” HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. STOCK PURCHASE AGREEMENT by and among MONDEE, INC. MONDEE ACQUISITION COMPANY, INC. MONDEE HOLDINGS, INC. and, JC & BRAHAM, S.A.P.I. DE C.V. JOSÉ LUIS CASTRO GÓMEZ ABRAHAM SHABOT CHEREM JUDITH

NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-39943 CUSIP NUMBER 465712107 NOTIFICATION OF LATE FILING (Check One): Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: March 31, 2023 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39943 MON

Share Purchase and Sale Agreement by and among Mondee Brazil, LLC, Mondee Holdings, Inc., Diana Krepinsky Rodrigues, Cynthia Sherry Ann Krepinsky Rodrigues, and Interep Representações Viagens E Turismo S.A.. dated as of May 12, 2023

Exhibit 2.1 CERTAIN IDENTIFIED INFORMATION MARKED WITH “[***]” HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SHARE PURCHASE AND SALE AGREEMENT by and among on one side, DIANA KREPINSKY RODRIGUES CYNTHIA SHERRY ANN KREPINSKY RODRIGUES and, on the other side, MONDEE BRAZIL LLC. MONDEE HOLDINGS, INC. an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2023 Mondee Holdings, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission File

24, 2023, by and between Mondee Holdings, Inc. and Meredith Waters.

Exhibit 10.6 March 21, 2023 Meredith Waters Delivered electronically via DocuSign Dear Meredith, On behalf of Mondee, Inc., I am pleased to extend to you this offer of employment as General Counsel (GC). In this position, you will report directly to Chief Executive Officer, Mr. Prasad Gundumogula, or another individual designated by the Chief Executive Officer. Mondee, Inc. and its subsidiaries, a

Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268198 PROSPECTUS SUPPLEMENT To Prospectus dated December 9, 2022 Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock and Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplemen

PRIMARY OFFERING OF UP TO 232,500 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS SECONDARY OFFERING OF UP TO 79,019,171 SHARES OF CLASS A COMMON STOCK AND UP TO 232,500 WARRANTS TO PURCHASE CLASS A COMMON STOCK MONDEE HOLDINGS, INC

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration Statement No. 333-271532 PROSPECTUS PRIMARY OFFERING OF UP TO 232,500 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS SECONDARY OFFERING OF UP TO 79,019,171 SHARES OF CLASS A COMMON STOCK AND UP TO 232,500 WARRANTS TO PURCHASE CLASS A COMMON STOCK MONDEE HOLDINGS, INC. This prospectus relates to the resale from tim

MONDEE HOLDINGS, INC. 10800 Pecan Park Blvd. Suite 315 Austin, TX 78750

MONDEE HOLDINGS, INC. 10800 Pecan Park Blvd. Suite 315 Austin, TX 78750 May 9, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Claudia Rios Re: Mondee Holdings, Inc. Registration Statement on Form S-1 File No. 333-271532 Dear Ms. Rios: Pursuant to Rule 461 under the Securities A

 As filed with the Securities and Exchange Commission on May 1, 2023

Table of Contents  As filed with the Securities and Exchange Commission on May 1, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Mondee Holdings, Inc.

List of Subsidiaries of Mondee Holdings, Inc.

Exhibit 21 List of Subsidiaries of Mondee Holdings, Inc. The following is a list of subsidiaries of Mondee Holdings, Inc. as of the date of the Annual Report on Form 10-K for the year ended December 31, 2022 to which this document is filed as an exhibit. All corporations are subsidiaries of Mondee Holdings, Inc. and, if indented, subsidiaries of the entity under which they are listed. Subsidiary N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

ARS 1 mond-2022x12x31x10krevised.htm ARS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.4 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of the securities of Mondee Holdings, Inc. that are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description of the terms of our securities does not purport to be a

You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares. MONDEE HOLDINGS, INC. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS to be

You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares. MONDEE HOLDINGS, INC. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS to be held on June 28, 2023 *Stockholders are cordially invited to attend the Annual Meeting and vote virtually. Dear Stockholder, The 2023 Annual Meeting

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 Mondee Holdings, I

424B3 1 decembercombine.htm 424B3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 Mondee Holdings, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission Fi

Press release dated as of April 19, 2023

Mondee Welcomes Former WPP PLC Executive Jesus Portillo as Chief Financial Officer Austin, Texas, April 19, 2023 — Mondee Holdings Inc.

Press release dated as of April 19, 2023

Mondee Welcomes Former WPP PLC Executive Jesus Portillo as Chief Financial Officer Austin, Texas, April 19, 2023 — Mondee Holdings Inc.

Employment Agreement, dated April 18, 2023, by and between Mondee Holdings, Inc. and Jesus Portillo.

EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Mondee Holdings, Inc.

Share Pledge Agreement, by and between Mondee Brazil, LLC and Mondee, Inc., the “Lenders,” Orinter Viagens E Turismo S.A., and TCW Asset Management Company LLC, signed April 14, 2023, effective as of March 28, 2023.

CERTAIN IDENTIFIED INFORMATION MARKED WITH “[***]” HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Share Pledge Agreement, by and between Mondee Brazil, LLC and Mondee, Inc., the “Lenders,” Orinter Viagens E Turismo S.A., and TCW Asset Management Company LLC, signed April 14, 2023, effective as of March 28, 2023.

CERTAIN IDENTIFIED INFORMATION MARKED WITH “[***]” HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266277 PROSPECTUS SUPPLEMENT To Prospectus dated October 3, 2022 Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock and Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement

Mondee Welcomes Former WPP PLC Executive Jesus Portillo as Chief Financial Officer

Mondee Welcomes Former WPP PLC Executive Jesus Portillo as Chief Financial Officer Austin, Texas, April 19, 2023 — Mondee Holdings Inc.

Employment Agreement, dated April 18, 2023, by and between Mondee Holdings, Inc. and Jesus Portillo.

EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Mondee Holdings, Inc.

Employment Agreement, dated April 18, 2023, by and between Mondee Holdings, Inc. and Jesus Portillo.

EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Mondee Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39943 MONDEE

Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266277 PROSPECTUS SUPPLEMENT To Prospectus dated October 3, 2022 Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock and Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement

Share Pledge Agreement, by and between Mondee Brazil, LLC and Mondee, Inc., the “Lenders,” Orinter Viagens E Turismo S.A., and TCW Asset Management Company LLC, signed April 14, 2023, effective as of March 28, 2023.

CERTAIN IDENTIFIED INFORMATION MARKED WITH “[***]” HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39943 MONDEE

List of Subsidiaries of Mondee Holdings, Inc.

Exhibit 21 List of Subsidiaries of Mondee Holdings, Inc. The following is a list of subsidiaries of Mondee Holdings, Inc. as of the date of the Annual Report on Form 10-K for the year ended December 31, 2022 to which this document is filed as an exhibit. All corporations are subsidiaries of Mondee Holdings, Inc. and, if indented, subsidiaries of the entity under which they are listed. Subsidiary N

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.4 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of the securities of Mondee Holdings, Inc. that are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description of the terms of our securities does not purport to be a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission Fi

List of Subsidiaries of Mondee Holdings, Inc.

Exhibit 21 List of Subsidiaries of Mondee Holdings, Inc. The following is a list of subsidiaries of Mondee Holdings, Inc. as of the date of the Annual Report on Form 10-K for the year ended December 31, 2022 to which this document is filed as an exhibit. All corporations are subsidiaries of Mondee Holdings, Inc. and, if indented, subsidiaries of the entity under which they are listed. Subsidiary N

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.4 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of the securities of Mondee Holdings, Inc. that are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description of the terms of our securities does not purport to be a

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.4 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of the securities of Mondee Holdings, Inc. that are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description of the terms of our securities does not purport to be a

Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268198 PROSPECTUS SUPPLEMENT To Prospectus dated December 9, 2022 Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock and Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplemen

Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266277 PROSPECTUS SUPPLEMENT To Prospectus dated October 3, 2022 Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock and Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 Mondee Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39943 MONDEE HOLDINGS, INC. (Exa

THE FUTURE OF TRAVEL, NOW Investor Presentation April 2023 © 2023 All Rights Reserved | 2 Safe Harbor Statement (Under the Private Securities Litigation Reform Act of 1995) This presentation contains “forward-looking statements” within the meaning of

managementpresentationap THE FUTURE OF TRAVEL, NOW Investor Presentation April 2023 © 2023 All Rights Reserved | 2 Safe Harbor Statement (Under the Private Securities Litigation Reform Act of 1995) This presentation contains “forward-looking statements” within the meaning of federal securities law.

List of Subsidiaries

Exhibit 21 List of Subsidiaries of Mondee Holdings, Inc. The following is a list of subsidiaries of Mondee Holdings, Inc. as of the date of the Annual Report on Form 10-K for the year ended December 31, 2022 to which this document is filed as an exhibit. All corporations are subsidiaries of Mondee Holdings, Inc. and, if indented, subsidiaries of the entity under which they are listed. Subsidiary N

99.1 Revised GAAP to Non-GAAP Reconciliation, dated April 10, 2023 - Mondee Holdings, Inc.

99.1 Revised GAAP to Non-GAAP Reconciliation, dated April 10, 2023 - Mondee Holdings, Inc. KEY METRICS1 1Q21 2Q21 3Q21 4Q21 FY21 1Q22 2Q22 3Q22 4Q22 FY22 Transactions 262,706 377,720 290,151 389,459 1,320,036 462,931 549,729 591,760 533,110 2,137,530 Take rate 8.7% 10.3% 10.4% 9.2% 9.6% 7.9% 6.8% 6.6% 7.8% 7.2% Gross revenue 155,350 228,172 220,818 361,691 966,031 478,181 631,689 600,213 511,794 2

NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-39943 CUSIP NUMBER 465712107 NOTIFICATION OF LATE FILING (Check One): Form 10-K Form 20-F Form 11-K Form 10-QSB Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2022 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Fo

Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266277 PROSPECTUS SUPPLEMENT To Prospectus dated October 3, 2022 Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock and Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 Mondee Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Mondee Announces Fourth Quarter and Full Year 2022 Preliminary Financial Results - 2022 Gross Revenue of $2.2B1, 2.2x 2021's $996M - 2022 Net Revenue of $159M1, 171% of 2021 - 2022 Adjusted EBITDA of $16M1, an increase of over $20M from $(5)M in 2021

corrected4q22earningsrel Mondee Announces Fourth Quarter and Full Year 2022 Preliminary Financial Results - 2022 Gross Revenue of $2.

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mondeefourthquarterandfu * Capability needed to view estimates data. Please contact your account manager..................................................................................................................................................................... WWW.SPCAPITALIQ.COM COPYRIGHT © 2023, S&P CAPITAL IQ, A PART OF MCGRAW HILL FINANCIAL. 1 Mondee Holdings, Inc. NasdaqGM:MOND Earni

Mondee Announces Fourth Quarter and Full Year 2022 Preliminary Financial Results February 28, 2023 - 2022 Gross Revenue of $2.2B1, 2.2x 2021's $996M - 2022 Net Revenue of $159M1, 171% of 2021 - 2022 Adjusted EBITDA of $16M1, an increase of over $20M

a4q22earningsreleaseorig Mondee Announces Fourth Quarter and Full Year 2022 Preliminary Financial Results February 28, 2023 - 2022 Gross Revenue of $2.

THE FUTURE OF TRAVEL, NOW Investor Presentation February 2023 © 2023 All Rights Reserved | 2 Safe Harbor Statement (Under the Private Securities Litigation Reform Act of 1995) This presentation contains “forward-looking statements” within the meaning

a4q22managementpresentat THE FUTURE OF TRAVEL, NOW Investor Presentation February 2023 © 2023 All Rights Reserved | 2 Safe Harbor Statement (Under the Private Securities Litigation Reform Act of 1995) This presentation contains “forward-looking statements” within the meaning of federal securities law.

THE FUTURE OF TRAVEL, NOW Investor Presentation February 2023 © 2023 All Rights Reserved | 2 Safe Harbor Statement (Under the Private Securities Litigation Reform Act of 1995) This presentation contains “forward-looking statements” within the meaning

corrected4q22managementp THE FUTURE OF TRAVEL, NOW Investor Presentation February 2023 © 2023 All Rights Reserved | 2 Safe Harbor Statement (Under the Private Securities Litigation Reform Act of 1995) This presentation contains “forward-looking statements” within the meaning of federal securities law.

US4657121079 / MONDEE HOLDINGS INC / Beryl Capital Management LLC Passive Investment

SC 13G/A 1 ithx13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mondee Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 (Title of Class of Securities) 465712107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate

US4657121079 / MONDEE HOLDINGS INC / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 sc13gamondeeholdings.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Mondee Holdings, Inc. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 465712107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement)

Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266277 PROSPECTUS SUPPLEMENT To Prospectus dated October 3, 2022 Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock and Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement

, by and among Mondee Holdings, Inc., TCW Asset Management Company LLC, and the other parties thereto

CERTAIN IDENTIFIED INFORMATION MARKED WITH "[***]" HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AMENDMENT NO.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268198 PROSPECTUS SUPPLEMENT To Prospectus dated December 9, 2022 Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock and Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplemen

Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266277 PROSPECTUS SUPPLEMENT To Prospectus dated October 3, 2022 Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock and Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement

Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268198 PROSPECTUS SUPPLEMENT To Prospectus dated December 9, 2022 Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock and Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplemen

Share Purchase and Sale Agreement by and among Mondee Brazil, LLC, Mondee Holdings, Inc., OTT Holding Ltda, Orinter Tour & Travel, S.A., and the other parties thereto, dated as of

Exhibit 2.1 CERTAIN IDENTIFIED INFORMATION MARKED WITH “[***]” HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SHARE PURCHASE AND SALE AGREEMENT CONTRATO DE COMPRA E VENDA DE AÇÕES This Share Purchase and Sale Agreement (this “Agreement”) is entered into by and among the parties identified below (indiv

Mondee Acquires Leading Brazilian B2B Travel Company, Orinter, Strengthening its Global Position as a Modern Marketplace Comprising Travel Content and Experiences in the Global Gig Economy Mondee resumes its accretive M&A strategy by acquiring comple

Mondee Acquires Leading Brazilian B2B Travel Company, Orinter, Strengthening its Global Position as a Modern Marketplace Comprising Travel Content and Experiences in the Global Gig Economy Mondee resumes its accretive M&A strategy by acquiring complementary, synergistic businesses that expand its geographic footprint and enhance its marketplace.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268198 PROSPECTUS SUPPLEMENT To Prospectus dated December 9, 2022 Primary Offering of Up to 1,275,000 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 1,275,000 Shares of Class A Common Stock and Up to 1,275,000 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplemen

Amendment No. 9 to Financing Agreement, dated as of January 11, 2023, by and among Mondee Holdings, Inc., TCW Asset Management Company LLC, and the other parties thereto

EX-10.2 2 mond-form8xktcwamendmentno.htm EX-10.2 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT NO. 9 TO FINANCING AGREEMENT AMENDMENT NO. 9, dated as of January 11, 2023 (this "Amendment"), to the Financing Agreement, dated as of December 2

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2023 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266277 PROSPECTUS SUPPLEMENT To Prospectus dated October 3, 2022 Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock and Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement

PRIMARY OFFERING OF UP TO 1,275,000 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS SECONDARY OFFERING OF UP TO 1,275,000 SHARES OF CLASS A COMMON STOCK AND UP TO 1,275,000 WARRANTS TO PURCHASE CLASS A COMMON STOCK MONDEE HOLDINGS,

424B3 1 tm2229198-6424b3.htm 424B3 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration Statement No. 333-268198 PROSPECTUS PRIMARY OFFERING OF UP TO 1,275,000 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS SECONDARY OFFERING OF UP TO 1,275,000 SHARES OF CLASS A COMMON STOCK AND UP TO 1,275,000 WARRANTS TO PURCHASE CLASS A COMMON STOCK MONDEE HOLDINGS, INC. This pro

MONDEE HOLDINGS, INC. 10800 Pecan Park Blvd. Suite 315 Austin, TX 78750

CORRESP 1 filename1.htm MONDEE HOLDINGS, INC. 10800 Pecan Park Blvd. Suite 315 Austin, TX 78750 December 7, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attn: Timothy S. Levenberg Re: Mondee Holdings, Inc. Registration Statement on Form S-1 File No. 333-268198 Dear Mr. Levenberg: Pursuant to

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Mondee Holdings, Inc.

As filed with the Securities and Exchange Commission on December 1, 2022

Table of Contents As filed with the Securities and Exchange Commission on December 1, 2022 Registration No.

As filed with the Securities and Exchange Commission on November 30, 2022

As filed with the Securities and Exchange Commission on November 30, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Mondee Holdings, Inc.

Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750

CORRESP 1 filename1.htm Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750 VIA EDGAR December 1, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attn: Tim Levenberg Re: Mondee Holdings, Inc. Registration Statement on Form S-1 Filed November 7, 2022 File No. 333-268198 Dear M

Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266277 PROSPECTUS SUPPLEMENT To Prospectus dated October 3, 2022 Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock and Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39943

Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266277 PROSPECTUS SUPPLEMENT To Prospectus dated October 3, 2022 Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock and Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 Mondee Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Mondee Announces Third Quarter 2022 Financial Results - Gross Revenue of $600M Increased 172% Year-Over-Year - Net Revenue of $39.5M Increased 73% Year-Over-Year - Adjusted EBITDA of $3.7M Increased by $3.8M from $(0.1)M in the Same Quarter Last Year

Exhibit 99.1 Mondee Announces Third Quarter 2022 Financial Results - Gross Revenue of $600M Increased 172% Year-Over-Year - Net Revenue of $39.5M Increased 73% Year-Over-Year - Adjusted EBITDA of $3.7M Increased by $3.8M from $(0.1)M in the Same Quarter Last Year - Raises 2022 Annual Guidance of Net Revenue to $155-160M - Completed $85 Million of Preferred Equity to Support Expansion Strategy - Re

THE FUTURE OF TRAVEL, NOW COM P ANY OVE R VIEW November 2022

Exhibit 99.2 THE FUTURE OF TRAVEL, NOW COM P ANY OVE R VIEW November 2022 © 2022 All Rights Reserved | 2 Safe Harbor Statement (Under the Private Securities Litigation Reform Act of 1995 ) This presentation contains “forward - looking statements” within the meaning of federal securities law . Forward - looking statements can be identified by words such as : “believe,” “can”, “"may,” “expects,” “in

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Mondee Holdings, Inc.

As filed with the Securities and Exchange Commission on November 7, 2022

Table of Contents As filed with the Securities and Exchange Commission on November 7, 2022 Registration No.

Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266277 PROSPECTUS SUPPLEMENT To Prospectus dated October 3, 2022 Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock and Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2022 Mondee Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2022 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750

Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750 VIA EDGAR November 1, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, NE Washington, D.C. 20549-3628 Attn: Perry Hindin Re: Mondee Holdings, Inc. Schedule TO-I filed September 16, 2022, as amended on October 7 and 21, 2022 File No. 005-92154 Dear Mr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2022 Mondee Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2022 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266277 PROSPECTUS SUPPLEMENT To Prospectus dated October 3, 2022 Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock and Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2022 Mondee Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2022 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266277 PROSPECTUS SUPPLEMENT To Prospectus dated October 3, 2022 Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock and Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement

Waiver, Consent and Amendment No. 8 to the Financing Agreement, signed October 24, 2022, by and among Mondee Holdings, Inc., TCW Asset Management Company LLC, and the other parties thereto

Exhibit 10.2 WAIVER, CONSENT AND AMENDMENT NO. 8 TO FINANCING AGREEMENT WAIVER, CONSENT AND AMENDMENT NO. 8, dated as of October 24, 2022 (this "Amendment"), to the Financing Agreement, dated as of December 23, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Financing Agreement"), by and among Mondee Holdings, Inc., a Delaware corpora

Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750

Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750 VIA EDGAR October 24, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, NE Washington, D.C. 20549-3628 Attn: Perry Hindin Re: Mondee Holdings, Inc. Schedule TO-I filed September 16, 2022, as amended on October 7 and 21, 2022 File No. 005-92154 Dear Mr

AMENDMENT TO WARRANT AGREEMENT

Exhibit (d)(3) AMENDMENT TO WARRANT AGREEMENT This Amendment to Warrant Agreement (this “Amendment”) is made as of October 18, 2022 by and between Mondee Holdings, Inc.

Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266277 PROSPECTUS SUPPLEMENT To Prospectus dated October 3, 2022 Primary Offering of Up to 12,412,500 Shares of Class A Common Stock Issuable upon Exercise of Warrants Secondary Offering of Up to 75,537,500 Shares of Class A Common Stock and Up to 337,500 Warrants to Purchase Class A Common Stock Mondee Holdings, Inc. This prospectus supplement

Amendment No. 1 to Amended and Restated Warrant Agreement, dated October 18, 2022, by and between Mondee Holdings, Inc. and Continental Stock Transfer & Trust Company.

EX-10.1 2 tm2228435d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT TO WARRANT AGREEMENT This Amendment to Warrant Agreement (this “Amendment”) is made as of October 18, 2022 by and between Mondee Holdings, Inc., a Delaware corporation f/k/a ITHAX Acquisition Corp. (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and c

Mondee Announces Expiration and Results of Offer to Purchase and Consent Solicitation Relating to Its Warrants

Exhibit 99.1 Mondee Announces Expiration and Results of Offer to Purchase and Consent Solicitation Relating to Its Warrants AUSTIN, Texas October 21, 2022- Mondee Holdings, Inc. (Nasdaq: MOND) (“Mondee” or the “Company”), the high-growth, travel technology company and marketplace, with a portfolio of globally recognized platforms and brands in the leisure and corporate travel sectors, today announ

As filed with the Securities and Exchange Commission on October 21, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1

As filed with the Securities and Exchange Commission on October 21, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 18, 2022 Mondee Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 18, 2022 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commission

Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750

Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750 VIA EDGAR October 17, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, NE Washington, D.C. 20549-3628 Attn: Perry Hindin Re: Mondee Holdings, Inc. Schedule TO-I filed September 16, 2022, as amended on October 7, 2022 File No. 005-92154 Dear Mr. Hindi

PRIMARY OFFERING OF UP TO 12,412,500 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS SECONDARY OFFERING OF UP TO 75,537,500 SHARES OF CLASS A COMMON STOCK AND UP TO 337,500 WARRANTS TO PURCHASE CLASS A COMMON STOCK MONDEE HOLDINGS,

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3) ?Registration Statement No. 333-266277 ? ? PROSPECTUS PRIMARY OFFERING OF UP TO 12,412,500 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS SECONDARY OFFERING OF UP TO 75,537,500 SHARES OF CLASS A COMMON STOCK AND UP TO 337,500 WARRANTS TO PURCHASE CLASS A COMMON STOCK MONDEE HOLDINGS, INC. ? This prospectus relates to the resale

MONDEE HOLDINGS, INC. 10800 Pecan Park Blvd. Suite 315 Austin, TX 78750

MONDEE HOLDINGS, INC. 10800 Pecan Park Blvd. Suite 315 Austin, TX 78750 October 7, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attn: Timothy S. Levenberg Re: Mondee Holdings, Inc. Registration Statement on Form S-1 File No. 333-266277 Dear Mr. Timothy S. Levenberg: Pursuant to Rule 461 unde

Social Media Posts, dated October 7, 2022, issued by the Company.

Exhibit (a)(5)(iii)

As filed with the Securities and Exchange Commission on October 7, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 19

As filed with the Securities and Exchange Commission on October 7, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

TERMINATION AGREEMENT

Exhibit 8 TERMINATION AGREEMENT This Termination Agreement (?Termination Agreement?) is dated as of October 4, 2022, by and among Orestes Fintiklis, an individual (?Fintiklis?), Dimitrios Athanasopoulos, an individual (?Athanasopoulos?), and ITHAX Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?).

MOND / Mondee Holdings Inc - Class A / ITHAX Acquisition Sponsor, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Mondee Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 465712107 (CUSIP Number) Orestes Fintiklis 655 Warren Lane Miami, Florida 33149 (212) 792-0253 (Name, Address and Telephone Number of

Form S-1 as amended

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 3, 2022 Registration No.

Registration Rights Agreement, dated September 29, 2022, by and between the Company and the Subscribers.

? Exhibit?10.2 ? Certain identified information marked with ?[***]? has been omitted from this document because it is both (i)?not material and (ii)?the type that the registrant treats as private or confidential. ? REGISTRATION RIGHTS AGREEMENT ? THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of September?29, 2022, is made and entered into by and among Mondee Holdings,?Inc., a Del

Warrant Agreement, dated September 29, 2022, by and between the Company and Continental Stock Transfer & Trust Company

EX-10.3 5 tm2227109d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3   WARRANT AGREEMENT   THIS WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of September 29, 2022, is by and between Mondee Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Wa

Form of Subscription Agreement, dated September 29, 2022, by and between the Company and each of the Subscribers.

? Exhibit 10.1 ? SUBSCRIPTION AGREEMENT ? Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750 ? Ladies and Gentlemen: ? Mondee Holdings, Inc. (the ?Company?) is currently seeking to raise $85.0 million from the sale of its Series A Preferred Stock (the ?Shares?) at a purchase price of $1,000 per share. The offering of the Shares (the ?Offering?) is being made by the Company.

Mondee Announces $85 Million Preferred Equity Financing to Support its Expansion Strategy

EX-99.1 6 tm2227109d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Mondee Announces $85 Million Preferred Equity Financing to Support its Expansion Strategy AUSTIN, Texas September 29, 2022- Mondee Holdings, Inc. (Nasdaq: MOND) (“Mondee” or the “Company”), the high-growth, travel technology company and marketplace, with a portfolio of globally recognized platforms and brands in the leisure and corporate tr

Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware Pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware (the ?DGCL?), Mondee Holdings, Inc. (f/k/a ITHAX Acquisition Corp.), a corporation organized and existing under the

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2022 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commissio

Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750

Mondee Holdings, Inc. 10800 Pecan Park Blvd. Suite 315 Austin, Texas 78750 VIA EDGAR September 26, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attn: Tim Levenberg Re: Mondee Holdings, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed September 7, 2022 File No. 333-266277 Dear Mr.

As filed with the Securities and Exchange Commission on September 26, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 26, 2022 Registration No.

Form of Notice of Guaranteed Delivery.

? ?Exhibit (a)(1)(C)? NOTICE OF GUARANTEED DELIVERY OF WARRANTS OF MONDEE HOLDINGS, INC.

Mondee Announces Commencement of an Offer to Purchase and Consent Solicitation Relating to its Warrants

EX-99.1 2 tm2225994d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Mondee Announces Commencement of an Offer to Purchase and Consent Solicitation Relating to its Warrants AUSTIN, Texas - Mondee Holdings, Inc. (Nasdaq: MOND) (“Mondee” or the “Company”), the high-growth, travel technology company and marketplace, with a portfolio of globally recognized platforms and brands in the leisure and corporate travel

Offer to Purchase and Consent Solicitation, dated September 16, 2022.

TABLE OF CONTENTS ?Exhibit (a)(1)(A)? PRELIMINARY COPY? OFFER TO PURCHASE BY MONDEE HOLDINGS, INC.

Press Release, dated September 16, 2022, announcing cash tender offer for Mondee Holdings, Inc. public warrants.

Exhibit (a)(5)(i) Mondee Announces Commencement of an Offer to Purchase and Consent Solicitation Relating to its Warrants AUSTIN, Texas - Mondee Holdings, Inc.

Summary Advertisement, dated September 16, 2022, announcing cash tender offer for Mondee Holdings, Inc. public warrants.

Exhibit (a)(5)(ii) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Warrants (as defined below).

Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated September 16, 2022.

? ?Exhibit (a)(1)(E)? Offer to Purchase Warrants to Acquire Shares of Class A Common Stock of Mondee Holdings, Inc.

Filing Fee Table

EX-FILING FEES Calculation of Filing Fee Tables SC TO-I (Form Type) Mondee Holdings, Inc.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2022 Mondee Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39943 88-3292448 (State or other jurisdiction of incorporation) (Commissio