Current Report Filing (8-k)

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
File Number)

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


10800 Pecan Park Blvd Suite 315 Austin, Texas						78750
(Address of principal executive offices)						(Zip Code)

(650) 646-3320

(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 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Departure of Chief Financial Officer

On April 18, 2023, Daniel Figenshu notified Mondee Holdings, Inc., a Delaware corporation (the “Company”), of his decision to resign as Chief Financial Officer (“CFO”), effective April 19, 2023, to pursue other opportunities.

In connection with Mr. Figenshu’s resignation, the Company has appointed Jesús Portillo, age 47, to the position of CFO effective as of April 20, 2023. The selection of Mr. Portillo to serve as the CFO was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Portillo and any director or executive officer of the Company, and there are no transactions between Mr. Portillo and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Mr. Portillo has over 20 years of experience building and leading finance teams in both private and public global companies with operating scale and complexity. Prior to joining the Company, and from 2020 to 2023, Mr. Portillo served as Chief Financial Officer at ThriveDX Digital Skills Training, a leader in cybersecurity training and talent development, where he was responsible for its global financial strategy, including accounting, tax and treasury, financial systems and reporting and procurement. From 2017 to 2019, he served as Chief Operating Officer at Ilumno Holdings, an Ed-tech organization that provided technology and services to 17 higher education institutions with over 300,000 students annually. In addition to serving as Chief Operating Officer, he oversaw six universities, which were wholly-owned by Illumno Holdings, two of which were located in Brazil. Mr. Portillo began his career with WPP (NYSE: WPP), a global communication and technology services company, where he spent 18 years in finance and operating roles in Europe, Latin America, and the US, serving in various roles, including as chief financial officer for some of WPP’s subsidiaries. During his time at WPP, he streamlined processes, created new revenue lines, and established strong commercial relationships with WPP’s Fortune 100 customers. Mr. Portillo also played a key role at implementing controls and procedures required by the Sarbanes Oxley Act of 2002 in many of WPP’s companies. While at WPP, he also served as global financial lead for one of their key client accounts. Mr. Portillo holds a Bachelor’s degree in Business Administration from the University of Seville (Spain) and a Masters of Business Administration degree from the Kellogg School of Management, Northwestern University.

In connection with his appointment as CFO, Mr. Portillo has entered into that certain employment agreement with the Company, dated April 18, 2023 (the “Employment Agreement”). The Employment Agreement provides that Mr. Portillo’s employment shall commence on April 20, 2023 and continue for five years unless terminated in accordance with the terms of the Employment Agreement. The Employment Agreement also provides that Mr. Portillo shall receive: (i) an annualized base salary of $350,000 (the “Base Salary”); (ii) 180,000 shares of the Company’s common stock, par value $0.0001 per share, pursuant and subject to that certain Earn-Out Agreement, dated as of December 20, 2021 by and among ITHAX Acquisition Corp., and certain persons listed on Schedule A thereto (the “Earn-Out Agreement”); (iii) 250,000 shares of the Company’s restricted stock units, par value $0.0001 per share (the “RSUs”), granted pursuant to the Mondee Holdings, Inc. 2022 Equity Incentive Plan, subject to the Company’s form of Restricted Stock Unit Agreement, provided, however, that the RSUs shall not be granted until approved by the compensation committee of the Company’s board of directors; and (iv) a discretionary bonus in the sole discretion of the Company.

Under the Employment Agreement, the Company shall have the right to terminate Mr. Portillo’s employment at any time for “Cause,” as defined in the Employment Agreement. The Company may also terminate Mr. Portillo’s employment at any time and for any reason, or no reason at all, upon 45 days written’ notice to Mr. Portillo. Mr. Portillo shall have the right to terminate his employment with the Company at any time for “Good Reason,” as defined in the Employment Agreement.

If Mr. Portillo’s employment is terminated by the Company without Cause or is terminated by Mr. Portillo for Good Reason, the Company is obligated to make severance payments to Mr. Portillo in an aggregate amount equal to 12-months’ worth of (i) Mr. Portillo’s Base Salary for the year in which such termination occurs and (ii) health insurance premium reimbursements in the event Mr. Portillo elects to continue coverage for himself and his dependents under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985. In addition, in the event Mr. Portillo’s employment is terminated by the Company without Cause or is terminated by Mr. Portillo for Good Reason, any unvested RSUs and any unvested shares provided for under the Earn-Out Agreement will accelerate vesting and become fully vested as of the date Mr. Portillo’s employment terminates.

Mr. Portillo’s Employment Agreement also contains various other ordinary and customary covenants for the Company’s benefit by Mr. Portillo with respect to trade secrets, non-competition, non-solicitation and confidentiality.

The foregoing description of Mr. Portillo’s Employment Agreement and the Earn-Out Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements. The Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and the Earn-Out Agreement was filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on December 20, 2021, each of which is incorporated by reference to this Item 5.02.

Additionally, Mr. Portillo has entered into the Company’s standard form of indemnification and advancement agreement (the “Indemnification Agreement”). Pursuant to the Indemnification Agreement, the Company agrees to indemnify Mr. Portillo against certain liabilities that may arise by reason of his status or services as CFO of the Company and to advancement of his expenses incurred as a result of any proceeding as to which he may be indemnified. The Indemnification Agreement is intended to provide indemnification rights to the fullest extent permitted under applicable indemnification rights statutes in the State of Delaware and is in addition to any other rights Mr. Portillo may have under the Company’s amended and restated certificate of incorporation, bylaws and applicable law.

The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement, a copy of which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on July 20, 2022, and is incorporated by reference herein as Exhibit 10.2.


Item 7.01			Regulation FD Disclosure.

On April 19, 2023, the Company issued a press release regarding the events described in Item 5.02. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, and shall not be incorporated or deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits.

Incorporated by Reference

Exhibit No.

Description

Form

SEC File No.

Exhibit

Filing Date

10.1#*

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

10.2#

Earn-Out Agreement, dated as of December 20, 2021, by and among ITHAX Acquisition Corp., and certain other parties thereto

8-K

001-39943

10.5

December 20, 2021

10.3

Form of Indemnification Agreement of Mondee Holdings, Inc.

8-K

001-39943

10.4

July 20, 2022

99.1*

Press release dated as of April 19, 2023

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

# Indicates management contract or compensatory plan or arrangement.

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.