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~~September 1417, 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 Number)

(I.R.S. Employer
Identification No.)



10800 Pecan Park Blvd Suite 400 Austin, Texas						78750
(Address of principal executive offices)						(Zip Code)

(866) 855-9630

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A common stock, $0.0001 par value per share

MOND

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry ~~Into~~into a Material Definitive Agreement

OnAs previously disclosed in the Form 8-K filed on August 1420, 2024 (the “August Form 8-K”), Mondee Holdings, Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries, on the one hand, and TCW Asset Management Company, a Delaware limited liability company (the “Administrative Agent”), Wingspire Capital LLC, a Delaware limited liability company (“Wingspire”), and the lenders from time to time (the “Lenders”) party to the Financing Agreement (as defined herein), on the other hand, entered into that certain Amendment No. 21 (~~the~~ “Amendment 21”) to that certain financing agreement, dated as of December 23, 2019 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the (“Financing Agreement”).

~~The~~On ~~Amendment~~September ~~memorializes~~17, ~~certain~~2024, ~~agreements made by~~ the ~~parties~~Company, ~~including,~~and ~~among~~certain ~~other~~of ~~items~~its subsidiaries, on the ~~following:~~one ~~(1)~~hand, ~~extends~~and the ~~final~~Administrative ~~maturity~~Agent, ~~date~~Wingspire ofand the ~~term~~Lenders, ~~loan~~on ~~and line of credit under~~ the ~~Financing~~other ~~Agreement to August 31~~hand, ~~2025,~~entered ~~and~~into ~~provides~~ that ~~the~~certain ~~the~~Amendment ~~maturity~~No. ~~date~~22 ~~will~~(“Amendment be22”) ~~automatically~~to ~~extended~~the toFinancing ~~June~~Agreement. 30Amendment 22, ~~2028~~among ifother ~~the~~things: ~~Company~~(1) ~~executes~~establishes a $15.0 million letter of credit facility in (the ~~aggregate face amount of $15.0 million (~~“L/C Facility”); ~~(2)~~for ~~includes~~the ~~additional~~Company’s ~~term~~use, ~~loans~~backed ~~with~~by ~~net proceeds of~~ $515.0 million ~~(“Net~~of ~~Incremental~~delayed ~~Financing”)~~draw ~~contingent~~term onloan ~~the closing of the L/C Facility~~commitments; (32) ~~specifies~~extends the ~~timing~~final ofmaturity ~~payments~~date of ~~principal and interest on~~ the ~~Term~~term ~~Loan,~~loans ~~waives~~and aline ~~portion~~ of ~~the~~credit ~~July~~to ~~31,~~June ~~2024 refinancing fees~~30, ~~and~~2028; ~~removes~~(3) ~~the~~provides ~~requirement~~for toadditional ~~pay refinancing fees on the outstanding~~ term ~~loan~~loans ~~balance~~with ~~after~~net ~~July~~proceeds ~~31,~~funded ~~2024;~~to ~~(4)~~the ~~specifies~~Company ~~additional~~of ~~amendment~~$5.0 ~~fees associated with the term loan~~million; and (54) ~~amends~~redesignates ~~certain~~$7.5 ~~financial~~million ~~covenants~~ of the ~~term~~revolving ~~loan~~credit capacity as committed.

The foregoing summary of ~~the~~Amendment 21 and Amendment 22 is qualified in its entirety by reference to the Financing Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference, and by reference to ~~the~~Amendments ~~Amendment~~21 and 22, awith ~~copy~~copies of ~~which~~each is attached hereto as Exhibit 10.2 and 10.3 and incorporated herein by reference.

OnItem ~~August 14, 2024 (the “Closing Date”), the Company executed an amended and restated Certificate of Designation of Preferences, Rights and Limitations of Series A-1, Series A-~~2 ~~and Series A-3 Preferred Stock (the “Preferred Amendment”)~~.03 ~~The~~Creation ~~Preferred Amendment will become effective upon the Company meeting certain contingency conditions, including the execution~~ of ~~the~~a ~~above-mentioned~~Direct ~~L/C~~Financial ~~Facility,~~Obligation ~~which~~or ~~automatically~~an ~~triggers~~Obligation ~~the funding of the Net Incremental Financing~~ under ~~the~~an ~~Amended~~Off-Balance ~~Financing~~Sheet ~~Agreement,~~Arrangement ~~and the payment~~ of certain fees (the first date upon which all such conditions shall have been satisfied being hereinafter referred to as the “Preferred Amendment Effective Date”). Following the Preferred Amendment Effective Date, the Preferred Amendment extends the put right date on the Company’s preferred stock to December 31, 2028, and removes the provision that accelerates the put right date to March 31, 2026 in the event the Company does not achieve at least $50.0 million in Adjusted EBITDA for fiscal year 2025. The Preferred Amendment also includes quarterly financial covenants for the outstanding shares of preferred stock. In conjunction with the Preferred Amendment, the Company executed a warrant agreement (the “New Warrant Agreement”) for the issuance of common stock warrants for 5% of shares of common stock outstanding as of the Closing Date, plus another potential two allocations of 2.5% each on September 30, 2026 and September 30, 2027, respectively, and amended and restated the Amended and Restated Warrant Agreement, dated October 17, 2023 (the “Second Amended and Restated Warrant Agreement”). These common stock warrants are to be issued on specified dates on or after the Preferred Amendment Effective Date and at various strike prices, based on terms governing the warrant agreement. The Company also amended and restated the Second Amended and Restated Registration Rights Agreement to include rights for the holders of the New Warrants (the “Third Amended and Restated RRA”).Registrant

The ~~foregoing~~information ~~summary~~provided ofunder ~~the~~Item ~~Preferred Amendment is qualified in its entirety by reference to (~~1~~) the Preferred Amendment, a copy of which is attached hereto as Exhibit 3~~.101 ~~and incorporated herein by reference, to (2) the Third Amended and Restated Certificate~~ of ~~Designation,~~this aCurrent ~~copy~~Report ofon ~~which~~Form is8-K ~~attached hereto as Exhibit 3.2 and incorporated herein by reference, to (3) the Second Amended and Restated Warrant Agreement, a copy of which~~ is ~~attached hereto as Exhibit 4.1 and~~ incorporated ~~herein~~into bythis ~~reference,~~Item ~~to (4) the New Warrant Agreement, a copy of which is attached hereto as Exhibit 4.~~2 ~~and incorporated herein by reference, and (5) by reference to the Third Amended and Restated Registration Rights Agreement, a copy of which is attached hereto as Exhibit 4~~.303 ~~and incorporated~~ by reference ~~herein~~.

Item 23.0302 ~~Creation~~Unregistered ofSales ~~a Direct Financial Obligation~~ of aEquity ~~Parent~~Securities

As previously disclosed on the August Form 8-K, the Company executed an amended and restated Certificate of Designation of Preferences, Rights and Limitations of Series A-1, Series A-2 and Series A-3 Preferred Stock (the “Preferred Amendment”). On September 17, 2024 (“Preferred Amendment Effective Date”), the Preferred Amendment became effective upon the Company meeting certain contingency conditions, including the execution of the above-mentioned L/C Facility and the payment of certain fees. The ~~information~~foregoing ~~contained~~summary of the Preferred Amendment is qualified in ~~(or~~its ~~incorporated~~entirety by reference ~~into~~to (1) ~~Item~~the 1Preferred Amendment, a copy of which was attached to the August Form 8-K as Exhibit 3.011 isand incorporated ~~into~~herein ~~Item~~by reference, and (2) the Third Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A-2 and Series A-3 Preferred Stock, as filed with the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit 3.032 and incorporated herein by reference.

Item 53.0203 ~~Departure~~Material ofModification ~~Directors~~to orRights ~~Certain Officers; Election~~ of ~~Directors;~~Security Holders

~~Appointment~~As previously described in the August Form 8-K, following the Preferred Amendment Effective Date, the Preferred Amendment extended the put right date on the Company’s preferred stock to December 31, 2028, and removed the provision that accelerates the put right date to March 31, 2026, in the event the Company does not achieve at least $50.0 million in Adjusted EBITDA for fiscal year 2025. The Preferred Amendment also included quarterly financial covenants for the outstanding shares of ~~Certain~~preferred ~~Officers;~~stock. ~~Compensatory~~The ~~Arrangements~~Company also executed (i) a new warrant agreement pursuant to which the Company issued common stock warrants at 5% of ~~Certain~~a ~~Officers~~share of Class A Common Stock (the “Common Stock”) as of September 17, 2024, plus another two potential allocations of 2.5% each on September 30, 2026 and September 30, 2027, and (ii) the second amended and restated warrant agreement which replaced the existing warrants, extended the expiration date to December 30, 2028 and amended the strike price to be equal to the closing price of the Common Stock on the last day of trading on a national exchange immediately prior to September 17, 2024, plus $0.01.

InItem ~~connection~~5.03 ~~with~~Amendments ~~the approval of the Amendment~~ to ~~the~~Articles ~~Financing Agreement and the Preferred Amendment, the Board~~ of ~~Directors~~Incorporation ofor ~~the~~Bylaws; ~~Company~~Change ~~approved a grant of (i) up to 2,500,000 compensation units, to be paid~~ in ~~shares~~Fiscal of Common Stock (“Management Compensation Units”) to be granted upon the final effectiveness of the Amendment, and (ii) up to 2,500,000 shares of Management Compensation Units to be granted upon the one-year anniversary of the Financing Extension, in each case to be allocated as directed by the Company's Chief Executive Officer.Year

The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

Item 7.01 Regulation FD Disclosure

On ~~August~~September 1417, 2024, Mondee Holdings, Inc. (the “Company”) issued a press release announcing the ~~executed~~closing ~~Amendment~~of ~~and~~its ~~Preferred~~letter ~~Amendment,~~of ~~which~~credit facility. A copy of the press release is ~~furnished~~attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this report furnished pursuant to Item 7.01, isincluding ~~furnished~~Exhibit ~~and~~99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities ~~under~~of that section,. ~~and~~It ~~shall~~may ~~not~~only be ~~deemed to be~~ incorporated by reference ~~into~~in ~~the~~another ~~filings~~filing ofunder the ~~registrant~~Exchange ~~under~~Act or the ~~Exchange~~Securities Act, ~~regardless~~ of ~~any~~1933, ~~general~~as ~~incorporation~~amended, ~~language~~if in such ~~filings.~~subsequent ~~This~~filing ~~Report~~specifically ~~will~~references ~~not~~the beinformation ~~deemed~~furnished anpursuant ~~admission as~~ to ~~the~~Item ~~materiality~~7.01 of ~~any information contained in~~ this ~~Item 7~~report.~~01.~~

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements can be identified by words such as: “believe,” “could,” “may,” “expect,” “intend,” “potential,” “plan,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements made regarding the Company’s future growth, performance, business prospects and opportunities, strategies, expectations, future plans and intentions, or other future events. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. The Company cautions that these forward-looking statements are subject to risks and uncertainties, which are difficult to predict and many of which are beyond the control of the Company. Factors that may cause actual results to differ materially from current expectations are set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Report of Form 10-Q for the three months ended June 30, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”), and in the Company’s subsequent filings with the SEC. There may be additional risks that the Company does not presently know of or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements for any reason.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment and Restatement of the Second Amended and Restated Certificate of Designation dated as of August 13, 2024, by and between the Company and the parties listed on the signature pages thereto
3.2†		Third Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A-~~1, Series A-~~2 and Series A-3 Preferred Stock
4.1		Second Amended and Restated Warrant Agreement, dated August 13, 2024, by and between the Company and Continental Stock Transfer & Trust Company
10.1†		Financing Agreement dated as of December 23, 2019, as amended (incorporated by reference to Exhibit 10.43 filed with the Company’s Form S-4/A on June 13, 2022)
4.2		New Warrant Agreement, dated August 13, 2024, by and between the Company and Continental Stock Transfer & Trust Company
4.3		Third Amended and Restated Registration Rights Agreement, dated August 14, 2024, by and among the Company and the parties listed on the signature pages thereto
10.1†		Financing Agreement dated as of December 23, 2019, as amended (incorporated by reference to Exhibit 10.43 filed with the Company’s Form S-4/A on June 13, 2022).
10.2†		Amendment No. 21 to the Financing Agreement, dated August 14, 2024
99.1		Press Release, dated August 14, 2024
10.3†		Amendment No. 22 to the Financing Agreement, dated September 17, 2024
99.1		Press Release, dated September 17, 2024
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
†	Certain confidential information (indicated by brackets and asterisks) has been omitted from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MONDEE HOLDINGS, INC.
Dated: August 20, 2024
Dated: September 23, 2024
	By:	/s/ Jesus Portillo
		Name: Jesus PortilloTitle: Chief Financial Officer

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