ITHAX Acquisition III ^{Filed Terms, Nasdaq: ITHAU}

We are a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination. While we may pursue a business combination target in any business or industry, we intend to search for businesses that have an enterprise value in excess of $500 million, are currently in the asset management, leisure, hospitality, catering, travel, entertainment, gaming, lifestyle and related services sectors, driven by next-generation technologies including AI and digital assets, and material business positioning in the United States, as well as Latin America, European markets and beyond. Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines: risk-adjusted returns arbitrage; target size; sound business model; potential growth through further acquisitions; management teams with proven track record; strong free cash flow characteristics.