MOND Mondee Holdings Inc

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Basis of Presentation

We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”), including the instructions to Regulation S-X. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, previously filed with the SEC.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The functional currency of the Company’s subsidiaries is generally the respective local currency. For international operations, assets and liabilities are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at monthly average exchange rates applicable for the period. Translation gains and losses are included as a component of accumulated other comprehensive losses in the accompanying condensed consolidated balance sheets. Foreign currency transaction gains and losses are included in other expense, net in the accompanying condensed consolidated statements of operations.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our estimates on an ongoing basis. We base our estimates on our historical experience and also on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates.

Cash, cash equivalents, restricted cash and short-term investments

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and various deposit accounts.

The Company has restricted cash and short-term investments related to letters of credit intended to secure payments for the potential purchase of airline tickets in the ordinary course of business. We have placed short-term certificates of deposits and investments in money market funds with financial institutions as collateral under these arrangements and accordingly, these balances are presented as restricted cash and short-term investments of $8.5 million and $8.0 million on the consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively.

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The following table provides a reconciliation of cash and cash equivalents and restricted cash to amounts reported within the consolidated balance sheets and to the total amounts presented in our condensed consolidated statements of cash flows (in thousands):

			March 31, 2024						December 31, 2023
Cash and cash equivalents			$	38,889					$	27,994
Restricted cash presented in restricted cash and short-term investments			7,184						6,672
Total cash, cash equivalents and restricted cash			$	46,073					$	34,666

Accounts Receivable, Contract Assets and Allowance for Doubtful Accounts

Accounts receivable from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. We make estimates of expected credit losses for our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history continually updated for new collections data, the credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect our ability to collect from customers. The provision for estimated credit losses is recorded in accounts receivable, net of allowance on our condensed consolidated balance sheets.

Contract assets represent unbilled and accrued incentive revenues from airline companies and our GDS service providers based on the achievement of contractual targets defined at contract inception. The provision for estimated credit losses is recorded in contract assets, net of allowance on our condensed consolidated balance sheets.

During the three months ended March 31, 2024, the Company recorded a gain of $0.4 million to provision for credit losses, net, due to revision of estimates of expected credit losses on accounts receivables and contract assets and wrote off a total of $1.4 million in accounts receivables.

Certain Risks and Concentrations

Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on GDS service providers and third-party service providers for certain fulfillment services.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Significant concentrations are those that represent more than 10% of the Company’s total revenue or total accounts receivable and contract assets. As of March 31, 2024, there was one financial institution with other receivable balances accounted for more than 10% of total accounts receivable and contract assets. As of December 31, 2023 three parties accounted for more than 10% of total accounts receivable and contract assets. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprises of amounts due from affiliates, airline companies, GDS service providers and financing

Recently Issued Accounting Pronouncements Not Yet Adopted

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-06, Disclosure Improvements: Codification Amendments In Response to the SEC’s Disclosure Update and Simplification Initiative, which amends U.S. GAAP to include 14 disclosure requirements that are currently required under SEC Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K. The adoption is not expected to have a material impact on the Company's consolidated financial statements as these requirements were previously incorporated under the SEC Regulations.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which amends disclosure requirements relating to segment reporting, primarily through enhanced disclosure about significant segment expenses and by requiring disclosure of segment information on an annual and interim

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basis. This standard is effective for annual consolidated financial statements for the year ending December 31, 2024 and for interim periods beginning in 2025. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate). This standard is effective for annual consolidated financial statements for years ending after December 31, 2024 for public entities. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

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The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period.

The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis (in thousands):

			March 31, 2024
			Level 1						Level 2						Level 3						Total
Liabilities
Foreign currency exchange derivatives(1)			$	—					$	31					$	—					$	31
Private placement warrant liability(2)			—						—						95						95
Orinter earn-out consideration(3)			3,333						—						4,010						7,343
Consolid earn-out consideration(4)			—						—						1,000						1,000
Interep earn-out consideration(5)			1,000						—						1,470						2,470
Skypass earn-out consideration(6)			—						—						147						147
Total liabilities			$	4,333					$	31					$	6,722					$	11,086

			December 31, 2023
			Level 1						Level 2						Level 3						Total
Liabilities
Foreign currency exchange derivatives(1)			$	—					$	300					$	—					$	300
Private placement warrant liability(2)			—						—						137						137
Orinter earn-out consideration(3)			—						—						6,540						6,540
Consolid earn-out consideration(4)			—						—						780						780
Interep earn-out consideration(5)			—						—						2,240						2,240
Skypass earn-out consideration(6)			—						—						161						161
Total liabilities			$	—					$	300					$	9,858					$	10,158

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(1)			The Company uses foreign currency forwards contracts with maturities of up to 10 months to hedge a portion of anticipated exposures. The foreign currency exchange derivatives are recognized on the condensed consolidated balance sheet at fair value within accrued expenses and other current liabilities.
(2)			On February 1, 2021, with the closing of its initial public offering, ITHAX consummated the sale of 675,000 private placement units, including the exercise by the underwriters of their over-allotment option. As of March 31, 2024, the Company had 232,500 private placement warrants outstanding.
(3)			The Orinter earn-out consideration represents arrangements to pay the former owners of Orinter, which was acquired by the Company in 2023. The undiscounted maximum payment under the arrangement is $10 million. As of March 31, 2024, no payments have been made. The earn-out payable in Level 1 is included in Accrued expenses and other current liabilities; earn-out consideration in Level 3 is included in Earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets.
(4)			The Consolid earn-out consideration represents arrangements to pay the former owners of Consolid, which was acquired by the Company in 2023. The Company may be required to make earn-out payments up to an aggregate of $1 million and 400,000 shares of common stock contingent on Consolid meeting certain adjusted EBITDA targets. As of March 31, 2024, no payments have been made.

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(5)			The Interep earn-out consideration represents arrangements to pay the former owners and key executives of Interep, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to $3 million contingent upon Interep reaching specified EBITDA targets by the end of fiscal year 2025. As of March 31, 2024, no payments have been made. The earn-out payable in Level 1 is included in Accrued expenses and other current liabilities; earn-out consideration in Level 3 is included in Earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets.
(6)			The Skypass earn-out consideration represents arrangements to pay the former owners of Skypass, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to an aggregate of 1,800,000 shares of common stock contingent on Skypass meeting certain adjusted EBITDA targets. In the event the EBITDA target is exceeded, the Company is required to pay on any excess of the EBITDA target, settled in shares. The number of shares payable will be calculated based on the market value of the Company’s Class A Common Stock at settlement date. As of March 31, 2024, no payments have been made.

Short-Term Financial Assets and Liabilities

The fair value of Company’s short-term financial assets and liabilities including cash and cash equivalents, restricted cash and short-term investments, accounts receivable, accounts payable and accrued expenses approximated their carrying values as of March 31, 2024 and December 31, 2023, due to their short-term nature. The Company’s restricted cash and short-term investments comprise of cash and certificate of deposits held at banks. All of the Company’s outstanding debt are recorded on an amortized cost basis.

Foreign Currency Exchange Derivatives

The notional amount of the foreign currency exchange derivatives outstanding as of March 31, 2024 and December 31, 2023 is $4.2 million and $9.6 million, respectively. The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheets. The changes in fair value of the foreign currency exchange derivatives are recorded in other expense, net in the condensed consolidated statement of operations. For the three months ended March 31, 2024 and 2023, the Company recorded gains of $0.2 million and $0.1 million, respectively, in other expense, net.

These contracts are not designated as hedging instruments and changes in fair value are recorded in other expense, net on the condensed consolidated statement of operations. Realized gains and losses from the settlement of the derivative assets and liabilities are classified as operating activities on the condensed consolidated statement of cash flows.

Roll-forward of Level 3 Recurring Fair Value Measurements

The following tables summarizes the fair value adjustments for liabilities measured using significant unobservable inputs (Level 3) (in thousands):

Earn-out consideration

			Three Months Ended March 31,
			2024						2023
Balance, beginning of period			$	9,721					$	—
Additions of earn-out consideration with the acquisition of Orinter			—						3,719
Change in the estimated fair value of earn-out consideration			1,239						171
Transfer to Level 1 earn-out payable			(4,333)						—
Balance, end of the period			$	6,627					$	3,890

The earn-out consideration consists of the fair values of contingent consideration in connection with the Company’s acquisitions. The earn-out considerations are fair valued using the Monte Carlo Method and is a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to

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determine the average present value of the earn-out liability. The valuation model utilized the following assumptions for the valuation of the earn-out liabilities as of March 31, 2024:

			Orinter						Interep						Consolid						Skypass
Cost of equity			23.5		%				27.5		%				28.0		%				21.0		%
EBITDA volatility			66.0		%				66.0		%				59.0		%				59.0		%
Equity volatility			93.0		%				93.0		%				95.0		%				83.0		%
Required metric risk premium			16.5		%				19.5		%				14.5		%				15.0		%
Risk-neutral adjustment factor			0.83 - 0.96						0.80 - 0.96						0.97 - 0.99						0.77 - 0.97

In the three months ended March 31, 2024, it was determined that Orinter and Interep achieved the first of multiple operating metrics specified in the purchase agreement and, as a result, a portion of earn-out consideration was transferred to Level 1 as earn-out payable given the certainty of payments, which are recorded in Accrued expense and other current liability on the Company's consolidated balance sheet as of March 31, 2024. In April 2024, the Company paid out $3.3 million and $1.0 million for Orinter and Interep earn-out considerations, respectively.

The Level 3 earn-out consideration is recorded in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets. Level 1 earn-out consideration amounts are recorded in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets.

Changes to the unobservable inputs do not have a material impact on the Company’s consolidated financial statements. The Company recognized a loss of $1.2 million and $0.2 million for the remeasurement of the earn-out liabilities during the three months ended March 31, 2024 and 2023, respectively, recorded as general and administrative expenses within the condensed consolidated statements of operations.

Private placement warrant liability

			Three Months Ended March 31,
(in thousands)			2024						2023
Balance, beginning of period			$	137					$	1,293
Change in the estimated fair value of warrants			(42)						21
Balance, end of the period			$	95					$	1,314

The private placement warrant liability is fair valued using the Black-Scholes option-pricing model. The following table provides quantitative information regarding assumptions used in the Black-Scholes option-pricing model to determine the fair value of the private placement warrants as of March 31, 2024 and December 31, 2023:

			March 31, 2024						December 31, 2023
Stock price			$2.31						$2.76
Term (in years)			3.3						3.6
Expected volatility			75.0%						73.0%
Risk-free rate			4.5%						4.0%
Dividend yield			—%						—%

Changes to the unobservable inputs do not have a material impact on the Company’s condensed consolidated financial statements. The Company recognized a gain of $0.04 million during the three months ended March 31, 2024, and a loss of $0.02 million during the three months ended March 31, 2023, recorded in changes in fair value of warrant liability within the condensed consolidated statements of operations.

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Besides the transfer of the realized earn-out liability amounts discussed above, there were no other transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the three months ended March 31, 2024 and 2023.

Assets Measured at Fair Value on a Nonrecurring Basis

Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial asset is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial asset’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur.

For the three months ended March 31, 2024 and 2023, respectively, the Company has not recorded any impairment charges on non-financial assets.

Disaggregation of Revenue

The Company believes that the disaggregation based on the reportable segments best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market, and other factors. As described in Note 12 – Segment Information, the Company has two reportable segments, Travel Marketplace and SaaS Platform.

			Three Months Ended March 31,
(in thousands)			2024						2023
Travel Marketplace revenues			$	57,757					$	49,549
Travel Transaction revenues			54,444						46,082
Air			28,412						36,760
Travel Package			15,966						6,592
Hotel			7,491						1,804
Other			2,575						926
Fintech Program revenues			3,313						3,467
SaaS Platform revenues			264						380
Subscription services revenue			264						380
Revenues, net			$	58,021					$	49,929

Revenue by sales channel

The following table presents the Travel Marketplace segment by sales channel for the for the three months ended March 31, 2024 and March 31, 2023 (in thousands):

			Three Months Ended March 31,
			2024						2023
Transactions through affiliates and with customers			$	57,579					$	44,554
Transactions from travelers’ direct bookings			178						4,995
Travel Marketplace revenues			$	57,757					$	49,549

We generate mark up fees and certain commissions from booking reservations directly placed by travelers through our platform. The Transactions through affiliates with customers includes our revenues generated from mark-up fees and

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commissions via bookings placed by travel agencies. Fintech program revenues which are not differentiated by sales channels.

Contract Balances

The opening and closing balances of accounts receivable, contract assets and deferred revenue are as follows (in thousands):

			Accounts Receivable						Contract  Asset						Deferred Revenue
Ending Balance as of December 31, 2023			$	116,632					$	13,228					$	17,483
Increase/(decrease), net			(13,043)						1,675						(914)
Ending Balance as of March 31, 2024			$	103,589					$	14,903					$	16,569

As of March 31, 2024, accounts receivable presented on the consolidated balance sheets includes $2.5 million of accounts receivable from our customers, including travel product suppliers, our Global Distribution System (“GDS”) service providers and banks partnered with our Fintech Program and our Software-as-a-service (“SaaS”) platform users, $68.1 million of other receivables from financing institutions partnered in the receivables process (refer to further discussions below), and $33.0 million of other receivables from affiliated travel agencies and travelers.

In partnering with the financing institutions, the Company has the option to collect payments upfront or receive in installments as they become due. Fees paid to financing institutions for payments received in installments are recorded within sales and marketing expenses, as such expenses are associated with the collection of other receivables due from travelers and travel agencies. Financing fees associated with upfront payments are recorded within interest expense, as the Company pays additional fees to financing institutions as compared to the collection on the scheduled installments. During the three months ended March 31, 2024 and 2023, the Company incurred upfront payment collection fees of $1.8 million and $0.4 million which represents 17% and 5% of the total other expense, net on the consolidated statements of operations.

During the three months ended March 31, 2024, the Company recognized revenue of $0.9 million from the deferred revenue balance as of December 31, 2023.

Orinter Acquisition

On January 31, 2023, the Company completed the acquisition of Orinter Tour & Travel, S.A. (“Orinter”) for a total purchase price of $40.2 million, consisting of cash, stock and earn-out consideration. The financial results of Orinter have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment.

The allocation of the purchase price to goodwill was completed as of December 31, 2023. The classes of assets and liabilities to which we have allocated the purchase price were as follows (in thousands):

Assets acquired:			Estimated Fair Value
Cash			$	624
Accounts receivable			39,960
Prepaid expenses and other current assets			1,447
Property and equipment			336
Goodwill			14,524
Operating lease right-of-use-assets			172
Indemnification asset			2,651
Intangible assets			29,650
Fair value of assets acquired			89,364
Liabilities assumed:

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Accounts payable			31,243
Accrued expenses and other current liabilities			6,437
Operating lease liabilities			103
Indemnification liability			2,651
Deferred income tax			8,748
Fair value of liabilities assumed			49,182
Total purchase consideration			$	40,182

Goodwill

Goodwill was assigned to the Travel Marketplace segment and was primarily attributed to expected post-acquisition synergies from integrating Orinter’s technology with Mondee’s platform and technology. Goodwill is not amortizable for income tax purposes.

Identifiable intangible assets

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands):

			Useful life (years)						Fair value
Customer relationships			11						$	22,000
Trade names			15						7,650
Total acquired intangibles									$	29,650

Indemnification asset and liability

The Company recorded an indemnification asset and corresponding liability of $2.7 million for the outcome of a contingency from tax liabilities related to employment and other taxes with respect to Orinter’s pre-acquisition activities, for which we are indemnified by Orinter Sellers.

Interep Acquisition

On May 12, 2023, the Company completed the acquisition of Interep Representações Viagens E Turismo S.A. (“Interep”) for a total purchase price of $9.5 million consisting of cash, stock and earn-out consideration. The financial results of Interep have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment.

The allocation of the purchase price to goodwill was completed as of the quarter ended March 31, 2024. The classes of assets and liabilities to which we have allocated the purchase price were as follows (in thousands):

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Assets acquired:			Estimated Fair Value
Cash			$	2,925
Accounts receivable			21,989
Prepaid expenses and other current assets			683
Property and equipment			61
Operating lease right-of-use-assets			63
Other non-current assets			9
Goodwill			2,403
Intangible assets			7,570
Indemnification asset			1,844
Fair value of assets acquired			37,547
Liabilities assumed:
Accounts payable			22,962
Accrued expenses and other current liabilities			1,112
Operating lease liabilities			63
Other long-term liabilities			14
Indemnification liability			1,844
Deferred tax liability			2,072
Fair value of liabilities assumed			28,067
Total purchase consideration			$	9,480

The Company recorded $5.2 million for customer relationships with an estimated useful life of 7.5 years, and $2.3 million for trade names with an estimated useful life of 15 years. The resulting goodwill is primarily attributable to the assembled workforce and expanded market opportunities from the Interep Acquisition. Goodwill recorded in connection with the acquisition was allocated to the Travel Marketplace segment and is not amortizable for income tax purposes. The Company recorded an indemnification asset and corresponding liability of $1.8 million for the outcome of a contingency from tax liabilities related to employment and other taxes with respect to Interep’s pre-acquisition activities, for which we are indemnified by Interep sellers.

Consolid Acquisition

On May 12, 2023, the Company completed the acquisition of Consolid Mexico Holding, S.A. P.I. de C.V. (“Consolid”) for a total purchase price of $5.2 million consisting of cash and earn-out consideration. The financial results of Consolid have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment.

The Company intends to claw back the net working capital adjustment of $0.6 million net of future earn-out payments, and therefore, the $0.6 million is recorded net against the fair value of the earn-out liability on the condensed consolidated balance sheet since these amounts have the right to offset.

The allocation of the purchase price to goodwill was completed as of December 31, 2023. The classes of assets and liabilities to which we have allocated the purchase price were as follows (in thousands):

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Assets acquired:			Estimated Fair Value
Cash			$	4,050
Accounts receivable			3,569
Prepaid expenses and other current assets			1,236
Deferred income tax assets			690
Property and equipment			90
Goodwill			1,662
Operating lease right-of-use-assets			143
Intangible assets			1,174
Other non-current assets			41
Fair value of assets acquired			12,655
Liabilities assumed:
Accounts payable			5,441
Accrued expenses and other current liabilities			1,534
Operating lease liability			143
Other long-term liabilities			311
Fair value of liabilities assumed			7,429
Total purchase consideration			$	5,226

The intangible assets acquired include customer relationships with a fair value of $0.7 million and an estimated useful life of 8.5 years, as well as trade names with a fair value of $0.5 million and an estimated useful life of 15 years. The Company recorded approximately $1.7 million of goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities obtained through the Consolid acquisition. Goodwill recorded in connection with the acquisition was allocated to the Travel Marketplace segment and is not deductible for income tax purposes.

Skypass Acquisition

On August 12, 2023, the Company completed the acquisition of Skypass Travel Inc., Skypass Travel de Mexico Sa de CV, Skypass Travel Private Limited and Skypass Holidays, LLC (collectively, “Skypass”) for a total purchase price of $10.6 million. The financial results of Skypass have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment.

The Company estimated the preliminary fair value of acquired assets and liabilities as of the effective time of the Skypass Acquisition based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. The Company is continuing to obtain information to finalize the acquired assets and liabilities, including accounts receivables balance, tax liabilities and other attributes. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Skypass closing date. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized, to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. Final determination of the fair values may result in further adjustments to the values presented in the following table.

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The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):

Assets acquired:			Estimated Fair Value
Cash			$	1,746
Accounts receivable			2,797
Prepaid expenses and other current assets			25
Goodwill			4,009
Operating lease right-of-use-assets			1,006
Intangible assets			4,135
Fair value of assets acquired			13,718
Liabilities assumed:
Accounts payable			668
Accrued expenses and other current liabilities			684
Operating lease liabilities			714
Deferred income tax			1,100
Fair value of liabilities assumed			3,166
Total purchase consideration			$	10,552

The intangible assets acquired include customer relationships with a fair value of $3.4 million and an estimated useful life of 8.4 years, as well as trade names with a fair value of $0.8 million and an estimated useful life of 15 years. The Company recorded approximately $4.0 million of goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities obtained through the Skypass Acquisition. Goodwill recorded in connection with the acquisition was allocated to the Travel Marketplace segment and is not deductible for income tax purposes.

Pro forma results of operations have not been presented because the effect of the acquisition was not material to the condensed consolidated statements of operations.

Purplegrids Acquisition

On November 13, 2023, the Company completed the acquisition of Purplegrids, Inc. (“Purplegrids”), for a purchase price of $8.7 million, which consisted of $5.5 million in shares of the Company’s Class A Common Stock and an earn-out component of $3.2 million contingent on the achievement of certain revenue and stock price targets. The acquisition was accounted for as an asset acquisition. 1,899,999 shares of Company Class A Common Stock were legally issued to the Purplegrids sellers on January 26, 2024.

As part of the asset acquisition, the Company recorded $10.9 million for developed technology and $0.5 million for assembled workforce with estimated useful lives of seven years and three years, respectively, and assumed $3.1 million in deferred tax liabilities.

LBF US Divestiture

In July 2023, the Company entered into a letter of intent with a former employee to sell LBF Travel Inc, LBF Travel Holdings LLC, Avia Travel and Tours Inc, and Star Advantage Limited (collectively, “LBF US”) for net proceeds of 200,000 shares of the Company’s Class A Common Stock, which was valued at $1.8 million as of the disposal date. The Company allocated $0.5 million of the value of the shares to post-sales support provided to LBF US subsequent to the sale and recognized the remaining $1.3 million as purchase consideration. The divestiture of LBF US closed in September 2023. LBF US was initially acquired by the Company on December 20, 2019 (“2019 Acquisition”) and operated within the Travel Marketplace segment. The buyer was a previous owner of LBF Travel Inc, who then became a Mondee employee along with the 2019 Acquisition until Mondee’s divestiture of LBF US.

In connection with the sale, the Company recognized a net gain of $1.3 million, which was recorded in other expense, net for the year ended December 31, 2023. Additionally, the Company agreed to provide certain short-term transition services to support the divested business through the third quarter of 2023, which was subsequently amended to extend

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through January 2024. In the three months ended March 31, 2024, the Company incurred $0.2 million of transition service costs and transaction expense for the LBF US divestiture, which was recorded in other expense, net. For the three months ended March 31, 2024, the Company paid $0.6 million for LBF US divestiture and transition service expenses and had $2.1 million payable outstanding as of March 31, 2024. The results of the divested business through date of sale and the transition services provided to LBF US post the sale were reflected within the Travel Marketplace segment.

Unaudited Pro Forma Operating Results

The following unaudited pro forma combined financial information presented the results of operations as if (i) the acquisitions of Orinter, Interep and Consolid and (ii) the divestiture of LBF US were consummated on January 1, 2023 (the beginning of the comparable prior reporting period), including certain pro forma adjustments that were directly attributable to the Orinter, Interep and Consolid acquisitions, including additional amortization adjustments for the fair value of the assets acquired.

These unaudited pro forma results do not reflect any synergies from operating efficiencies post their acquisition dates. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. The unaudited pro forma financial information did not include the effect of the Skypass acquisition due to its insignificant impact to the Company's consolidated operation results.

			Three Months Ended March 31,
(in thousands)			2024						2023
Revenues, net			$	58,021					$	53,944
Net loss			(19,458)						(11,988)

The goodwill balances as of December 31, 2023 and March 31, 2024, and the changes in the three months ended March 31, 2024 were as follows:

(in thousands)			Travel Marketplace						SaaS Platform						Total
Balance as of December 31, 2023			$	80,635					$	7,421					$	88,056
Foreign Currency Translation Adjustments			(534)						—						(534)
Balance as of March 31, 2024			$	80,101					$	7,421					$	87,522

Indefinite-lived Intangible Assets. Our indefinite-lived intangible assets relate to trade names acquired in various acquisitions in past periods. Intangible assets, net includes indefinite-life intangible assets of as $10.7 million of March 31, 2024 and $10.7 million as of December 31, 2023, respectively.

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Definite-life intangible assets, net consisted of the following as of March 31, 2024:

(in thousands)			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Customer relationships			$	91,634					$	(38,401)					$	53,233
Trade name			20,793						(6,724)						14,069
Supplier relationships			5,767						(1,634)						4,133
Developed technology			18,403						(4,024)						14,379
Assembled workforce			501						(63)						438
			$	137,098					$	(50,846)					$	86,252

Definite-life intangible assets, net consisted of the following as of December 31, 2023:

(in thousands)			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Customer relationships			$	93,139					$	(36,454)					$	56,685
Trade name			21,265						(6,408)						14,857
Supplier relationships			5,767						(1,538)						4,229
Developed technology			18,402						(3,276)						15,126
Assembled workforce			501						(22)						479
			$	139,074					$	(47,698)					$	91,376

Amortization expense for intangible assets was $3.1 million and $2.0 million for the three months ended March 31, 2024 and 2023, respectively.

The estimated future amortization expense related to intangible assets with definite lives is as follows (in thousands):

Fiscal years ending December 31,
2024 (remaining 9 months)			$	8,850
2025			11,625
2026			11,255
2027			11,110
2028			11,110
Thereafter			32,302
			$	86,252

Term Loan

On December 23, 2019, the Company, entered into a financing agreement with TCW for a $150.0 million term loan (the “Term Loan”), and concurrently entered into a revolving credit facility (“TCW LOC”) with an aggregate principal amount not exceeding $15.0 million. The undrawn balances available under the revolving credit facility are subject to commitment fees of 1%. These facilities are guaranteed by the Company and are secured by substantially all of the assets of the Company. No amounts on the revolving credit facility have been drawn down as of March 31, 2024 and December 31, 2023, respectively.

On January 11, 2023, the Company executed a ninth Amendment to the Term Loan (the “Ninth Agreement”), wherein Wingspire Capital LLC (“Wingspire”) became a party to the to the Term Loan. The amendment resulted in the redesignation of $15.0 million under the Term Loan from other lenders to Wingspire (the “TCW Term Loan”).

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Concurrently, Wingspire funded an additional $15.0 million on top of the already outstanding Term Loan (the “Wingspire Term Loan”), with a total of $30.0 million contributed by Wingspire as part of this amendment. Further, pursuant to the ninth Amendment, Wingspire consented to take over the TCW LOC for a principal amount not to exceed $15.0 million. Both the TCW Term Loan and Wingspire Term Loan are referenced herein as the Term Loan.

In connection with the ninth amendment to the Term Loan, the Company had the option to increase the Term Loan by $20.0 million under two conditions until January 11, 2024: (i) the Company must have a trailing 12-month EBITDA of at least $25.0 million; and (ii) the Company must draw in increments of at least $5.0 million. The Company did not exercise the option to increase the Wingspire Term Loan.

On January 17, 2024, the Company executed a twelfth amendment to the Term Loan (the “Twelfth Amendment”). The Twelfth Amendment (1) provided consent to the Company’s acquisition of Purplegrids; (2) required that the Company pledge 100% of the equity interests of Purplegrids; (3) defers a portion of the principal and interest payments due in December 2023 to the termination of the Term Loan; (4) defers certain refinancing milestones and modifies certain liquidity requirements; (5) modifies the payment of certain administrative fees to quarterly rather than annually; and (7) provides for the payment of certain fees, including $1.5 million in amendment fees to be paid at the earlier of the termination of the agreement and a future refinancing event.

On March 11, 2024, the Company executed a thirteenth amendment to the Term Loan (the “Thirteenth Amendment”). The Thirteenth Amendment (1) provided an extension of the maturity on the Term Loan and the availability of the TCW LOC to March 31, 2025 while the Company works to finalize a long-term facility; (2) no event of default for any refinancing milestone; (iii) extends the date on which a refinancing fee is potentially payable to April 30, 2024; (iv) defers a portion of the principal amortization due in March 2024 to the earlier of the date of the refinancing of the credit facility or June 30, 2024, and capitalizes a part of interest due in March 2024; (v) waives any events of default that may have occurred prior to the Amendment; and (vi) a fee of $0.4 million “paid in kind” and added to the outstanding principal of the Term Loan.

For the three months ended March 31, 2024 and 2023, the stated interest rate under the Term Loan was SOFR + 8.50%. In addition to the stated rate of interest on the Term Loan pursuant to which interest payments were calculated, debt issuance costs and debt discounts on the Term Loan are amortized over the term of the borrowing arrangement as additional notional interest expense, and added to the calculation of effective interest rate on the Term Loan. Including such additional notional calculations, the effective interest on the Wingspire Term Loan for the three months ended March 31, 2024 and 2023 is 17% and 16%, respectively; and the effective interest on TCW Term Loan for the three months ended March 31, 2024 and 2023 was 23%, respectively.

As of March 31, 2024 and December 31, 2023, the estimated fair value of the TCW Term Loan was $159.1 million and $149.0 million, respectively. As of March 31, 2024 and December 31, 2023, the estimated fair value of the Wingspire Term Loan was $14.3 million and $13.9 million. The fair value of debt was estimated based on Level 3 inputs.

The Term Loan includes provisions for customary events of default including non-payment of obligations, non-compliance with covenants and obligations, default on other material debt, bankruptcy or insolvency events, material judgments, change of control, and certain customary events of default relating to collateral or guarantees. Upon the occurrence of any event of default, subject to the terms of the Term Loan including any cure periods specified therein, customary remedies may be exercised by the Lenders under the Term Loan against the Company. The Company was in compliance with all of its financial covenants under the Term Loan as of March 31, 2024.

Orinter Short-Term Loan

With partnering financing institutions in Brazil, the Company has the option to collect payments from travelers and travel agencies’ upfront or receive payments through scheduled installments. The Company is also able to collateralize the outstanding receivable balances with those financial institutions to make bank advances through financing agreements. The Company elects options based on the bank fee terms as part of its regular cash management process.

In December 2023, Orinter entered into a loan agreement (“Orinter short-term loan”) for € 2.2 million with a maturity date of October 2024. All borrowings under the Orinter short-term loan bear interest at a rate of 6.7489% . Orinter’s receivables due from financial institutions comprising the outstanding balance serve as collateral on the loan. The Company was in compliance with all of its financial covenants under the Orinter short-term loan as of March 31, 2024.

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The following table summarizes the Company's outstanding borrowing arrangements, excluding governmental loans (in thousands):

			As of March 31,						As of December 31,
			2024						2023
Term Loan			$	114,791					$	114,708
Payment in kind interest on Term Loan			61,322						56,063
Orinter short-term loan			1,641						2,578
Total outstanding principal balance			177,754						173,349
Less: Unamortized debt issuance costs and discounts			(11,560)						(11,842)
Total debt			166,194						161,507
Less: Current portion of long-term debt			(11,645)						(10,828)
Long-term debt, net of current portion			$	154,549					$	150,679

Class A Common Stock

As of March 31, 2024 and December 31, 2023, the Company had authorized a total of 500,000,000 shares for issuance of Company Class A Common Stock. As of March 31, 2024, 85,197,929 shares of the Company Class A Common Stock are issued and outstanding. Not reflected in the shares issued and outstanding as of March 31, 2024, is approximately 674,818 related to restricted stock units that vested in 2024 but have not yet been settled and issued. As of December 31, 2023, the Company has 83,252,040 shares of the Company Class A Common Stock issued and outstanding. Not reflected in the shares issued and outstanding is approximately 53,071 shares related to RSUs that vested in 2023, but had not been settled and issued.

Share Repurchases

In 2023, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to purchase up to $40.0 million of the Company’s outstanding shares of Class A Common Stock. The amount and timing of repurchases is determined at the Company’s discretion, depending on market and business conditions, and prevailing stock prices among other factors. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including insider trading laws. The program is not subject to any self-imposed Company trading restrictions or blackout periods and has no expiration date.

During the three months ended March 31, 2024 and 2023, the Company did not repurchase shares of its Class A Common Stock. As of March 31, 2024, $30 million remained available under the Share Repurchase Program.

Warrants

As of March 31, 2024 and December 31, 2023, the Company had the following common stock warrants outstanding:

						Warrants						Exercise Price						Issuance Date						Expiration
Private Placement						232,500						$	11.50					7/18/2022						7/18/2027
Preferred Stock						1,275,000						$	7.50					10/17/2023						9/29/2027
Preferred Stock						169,500						$	7.50					12/14/2023						9/29/2027
Total						1,677,000

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2022 Equity Incentive Plan

The Board adopted, and the stockholders of the Company approved the 2022 Equity Incentive Plan (the “2022 Plan”), effective as July 18, 2022, the date of the closing of the transaction contemplated by the agreement dated December 20, 2021, by and among ITHAX, First Merger Sub, Second Merger Sub and Mondee. The maximum number of shares of common stock that may be issued pursuant to the 2022 Plan is 9,615,971.

Restricted Stock Units ("RSU")

RSU activity during the three months ended March 31, 2024 was as follows:

						Number of RSUs Outstanding						Weighted-Average Grant Date Fair Value
Unvested - December 31, 2023						2,724,052						$	5.91
Granted						134,205						4.40
Vested						(724,422)						6.53
Forfeited or canceled						(20,500)						6.59
Unvested – March 31, 2024						2,113,335						$	5.60

During the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $4.1 million and $0.2 million, respectively. As of March 31, 2024, the Company had unamortized stock-based compensation expense of $11.8 million related to RSUs remaining to be recognized over a weighted-average period of 1.8 years.

The Company did not recognize any tax benefits related to stock-based compensation expense during the three months ended March 31, 2024 and 2023.

Earn-out Shares

As of March 31, 2024, the earn-out shares of the Company's Class A Common Stock (“earn-out shares”) were allocated as follows:

Shareholder Type

Grant Date

Number of Shares

Employee

7/18/2022

6,000,000

Investor

7/18/2022

500,000

Employee

9/7/2022

900,000

Non-employee

9/12/2022

200,000

Employee

4/20/2023

180,000

Forfeit add back

10/11/2023

(200,000)

Employee

12/31/2023

1,353,333

Unallocated shares

—

66,667

Total

9,000,000

Excluding the 1,533,333 earn-out shares allocated, net of forfeitures, on September 12, 2022, April 20, 2023 and December 31, 2023, all other earn-out shares have been legally issued to the respective shareholders and have restrictions that prohibit the shareholders from transferring them until the vesting market conditions are met. These earn-out shares in escrow are not considered outstanding for accounting purposes until resolution of the earn-out contingency.

The Company recognized $1.2 million and $2.1 million of compensation expense related to earn-out shares for employees to personnel expenses within the condensed consolidated statement of operations for the three months ended March 31, 2024 and 2023, respectively. The Company recognized $0.3 million of compensation expense related to earn-

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out shares issued to a non-employee advisor for the three months ended March 31, 2023, which was recorded to general and administrative expenses within the condensed consolidated statement of operations.

As of March 31, 2024, unrecognized earn-out compensation expense totaled $0.6 million expected to be recorded over the balance term. As of date of issuance of this report, there are 66,667 earn-out shares that remain unallocated.

Legal Matters

From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of March 31, 2024, the Company has the following outstanding legal claims that may have a material impact.

Litigation Relating to LBF Acquisition. Thomas DeRosa, a shareholder of LBF Travel Management Corp. (f/k/a LBF Travel, Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The Federal Court recently dismissed these specific claims against Mondee, and limited other claims in the case, but has not yet set a trial date. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible range of loss of any such payments cannot be made.

Litigation Relating to Restrictive Legends. On December 8, 2023, plaintiff Raja Venkatesh (“Venkatesh”) filed a complaint in the United States District Court for the Southern District of New York against the Company, its Chief Executive Officer and Chairman, Prasad Gundumogula (“Gundumogula” and, together with the Company, the “Mondee Defendants”), and the Company’s transfer agent, Continental Stock Transfer & Trust Company (“CST”). The complaint, which is captioned Raja Venkatesh v. Mondee Holdings, Inc., Prasad Gundumogula, and Continental Stock Transfer & Trust Company, Case No.: 1:23-cv-10734-VEC (S.D.N.Y.) (the “Venkatesh Action”), asserts ten causes of action: (1) violation of Section 10(b) of the Securities Exchange Act and Rule 10b-5 against the Mondee Defendants; (2) violation of 8 Del. C. § 158 against Mondee and CST; (3) violation of 8 Del. C. §§ 8-401 and 8-407 against Mondee and CST; (4) breach of fiduciary duty against the Mondee Defendants; (5) negligence against Mondee and CST; (6) conversion against Mondee and CST; (7) civil conspiracy against all Defendants; (8) breach of contract against Mondee; (9) breach of the implied covenant of good faith and fair dealing against Mondee; and (10) injunction against the Company and CST. The claims asserted in the Venkatesh Action all relate to Plaintiff’s allegations that the Company improperly placed and maintained certain restrictive legends on his shares of common stock in the Company purportedly in violation of the terms of a Registration Rights Agreement, to which Plaintiff and the Company are parties. The relief sought in the complaint includes a permanent injunction requiring the removal of the restrictive legends, compensatory damages for losses allegedly sustained by Venkatesh as a result of defendants’ conduct, punitive damages, and costs and expenses incurred in connection with the Venkatesh Action. On February 12, 2024, the Mondee Defendants filed a motion to dismiss the complaint for lack of subject matter jurisdiction and failure to state a claim. In addition, Gundumogula moved to dismiss the complaint for lack of personal jurisdiction. Also on February 12, 2024, CST filed a motion to dismiss the complaint. Plaintiff filed a memorandum of law in opposition to Mondee Defendants’ and CST’s motions to dismiss on April 11, 2024. In his opposition, Plaintiff withdrew his claims for violation of 6 Del. C. § 8-401 (Count III) and breach of the implied covenant of good faith and fair dealing (Count IX) as against all defendants, his claim for civil conspiracy as against Gundumogula (Count VII), and breach of fiduciary duty as against Mondee (Count IV). Additionally, Plaintiff clarified that his claim for injunction (Count X) is not a cause of action, but rather a request for injunctive relief as a remedy if successful on his other claims. The pretrial conference, which was originally scheduled for February 9, 2024, has been adjourned pending resolution of the pending motions to dismiss. The Company intends to vigorously defend the claims asserted in the Venkatesh Action. At present, the Company is unable to reasonably estimate a possible range of loss, if any, associated with these claims.

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On October 13, 2021, Mondee received a summons from Global Collect Services B.V. to appear in the District Court of Amsterdam with respect to a claim of $0.5 million for past dues and outstanding invoices, fees, plus interest and costs of collection. The Company is in current discussions to settle this lawsuit and at this time the Company cannot reasonably estimate the possible loss.

Letters of Credit

The Company had $8.4 million and $7.9 million secured letters of credit outstanding as of March 31, 2024 and December 31, 2023, respectively. These primarily relate to securing the payment for the potential purchase of airline tickets in the ordinary course of business and are collateralized by term deposits, for which the contractual obligation is less than a year.

Commercial Commitments

The Company has commercial commitments arising in the normal course of business of the industry in which it operates. Under the terms of such contracts, the Company receives cash in advance for production goals over a period of several years. In the event of under-performance or termination of the applicable contract, the Company may be obligated to repay amounts still to be earned. At March 31, 2024, the Company had under-performed the required goals of one such contract, where the unearned balance was $8.7 million and is recognized as part of our current and non-current Deferred Revenue balance on the condensed consolidated balance sheets. The Company and counter-party both intend to continue the terms of the contracts.

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A summary of balances due to and from related parties, and transactions with related parties are as follows (in thousands):

Balances at Period End						March 31, 2024						December 31, 2023
Amounts payable to related party (1)						$	42					$	42
Amounts receivable from related party (2)						42						43
Loan receivable from related party (3)						101						83
Note payable to related party (4)						202						201
Rent payable to related parties and an affiliate associated with these related parties and an employee(5)						1,320						1,284

						Three Months Ended March 31,
Transactions with Related Parties						2024						2023
Loan receivable from related party (3)						$	18					$	—
Note payable to related party (4)						1						—
Lease expense (5)						159						55

_________________________

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We have the following reportable segments: Travel Marketplace and SaaS Platform. These reportable segments offer different products and services and are managed separately because the nature of products and services, and methods used to distribute the services are different. Our primary segment measure is Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). Assets, liabilities, income tax expense and certain other expenses are reviewed on an entity-wide basis by the Chief Operating Decision Maker (“CODM”), and hence are not allocated to these reportable segments. Segment revenue is reported and reviewed by the CODM on a monthly basis.

Our segment reconciliation below.

			Three Months Ended March 31, 2024
(in thousands)			Travel Marketplace						SaaS Platform									Total
Revenue			$	57,757					$	264								$	58,021
Adjusted EBITDA			6,122						(1,066)									5,056
Depreciation and amortization																		(5,563)
Stock-based compensation and related payroll tax expense																		(5,307)
Restructuring expense, net																		289
Acquisition and integration related costs																		(618)
Financing and refinancing related costs																		(625)
Certain other expenses1																		(180)
Change in fair value of earn-out liabilities																		(1,239)
Operating loss																		$	(8,187)
Total other expense, net																		(10,626)
Loss before income taxes																		(18,813)
Provision for income taxes																		(645)
Net loss																		$	(19,458)

1Includes expenses primarily related to professional service expenses for other non-core operating activities.

			Three Months Ended March 31, 2023
(in thousands)			Travel Marketplace						SaaS Platform									Total
Revenue			$	49,549					$	380								$	49,929
Adjusted EBITDA			4,101						(115)									3,986
Depreciation and amortization																		(3,386)
Restructuring expense, net																		(1,529)
Stock-based compensation and related payroll tax expense																		(2,561)
Acquisition and integration related costs																		(279)
Financing and refinancing related costs																		(406)
Certain other expenses1																		(472)
Operating loss																		$	(4,647)
Total other expense, net																		(7,569)
Loss before income taxes																		(12,216)

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Three Months Ended March 31, 2023

(in thousands)

Travel Marketplace

SaaS Platform

Total

Provision for income taxes

(699)

Net loss

$

(12,915)

1Includes expenses primarily related to transaction filing fees.

Geographic Information

Geographic stratification changed in the three months ended March 31, 2024 as a result of the impact of the 2023 acquisitions viewed in comparison to the whole company.

Revenue by geographic area, based on the geographic location of the Company’s subsidiaries (in thousands).

			Three Months Ended March 31,
			2024						2023
United States			$	27,719					$	37,552
Brazil			26,044						9,105
Rest of Americas			4,230						3,272
Asia Pacific			28						—
			$	58,021					$	49,929

Long-lived assets (excluding capitalized software) and operating lease assets by geographic area is as follows (in thousands):

			March 31,						December 31,
			2024						2023
United States			$	2,301					$	2,432
India			870						979
Brazil			528						569
Rest of the world			480						148
			$	4,179					$	4,128

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The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2024 and 2023:

$ in thousands, except per share			Three Months Ended March 31,
			2024						2023
Numerator:
Net loss			$	(19,458)					$	(12,915)
Cumulative dividends allocated to preferred stockholders			(3,805)						—
Net loss attributable to common stockholders, basic and diluted			$	(23,263)					$	(12,915)
Denominator:
Weighted average shares outstanding, basic and diluted			78,468,479						83,748,712
Basic and diluted net loss per share			$	(0.30)					$	(0.15)

The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would be anti-dilutive:

			March 31,
			2024						2023
Common stock warrants			1,677,000						1,507,500
Outstanding earn-out shares			8,933,333						7,600,000
Consolid earn-out shares			400,000						—
Skypass earn-out shares			1,800,000						—
Purplegrids earn-out shares			2,542,857						—
Restricted stock units			2,113,335						105,000
Potential common shares excluded from diluted net loss per share			17,466,525						9,212,500

We have assessed our ability to realize our deferred tax assets and have recorded a valuation allowance against such assets to the extent that, based on the weight of all available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In assessing the likelihood of future realization of our deferred tax assets, we placed significant weight on our history of generating tax losses. As a result, we have recorded a valuation allowance against substantially all of our net deferred tax assets in the United States and certain other jurisdictions. We expect to maintain a valuation allowance in such jurisdictions for the foreseeable future.

We determine our provision for income taxes for interim periods using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete items. The tax expense arising on account of tax amortization of indefinite-lived intangible assets and state minimum taxes is calculated based on the discrete approach.

The Company recorded a $0.3 million liability for an income tax contingency related to the acquisition of Interep. At the date of acquisition, we recognized an indemnification asset at the same time and on the same basis as the recognized liability, to the extent that collection is reasonably assured, in accordance with ASC 805.

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The following table presents the calculation of effective income tax rate:

			Three Months Ended March 31,
($ in thousands)			2024						2023
Loss before income taxes			$	(18,813)					$	(12,216)
Provision for income taxes			645						699
Effective income tax rate			(3.43)		%				(5.72)		%

The effective tax rate differs from the U.S. statutory tax rate primarily due to the valuation allowances on the Company’s deferred tax assets as it is more likely than not that some or all of the Company’s deferred tax assets will not be realized.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

In April 2024, the Company paid out $3.3 million and $1.0 million for Orinter and Interep earn-out considerations, respectively, as the operating metrics specified per the respective purchase agreements was achieved.

On May 7, 2024, the Company executed a fourteenth amendment to the Term Loan (the “Fourteenth Amendment”). The Fourteenth Amendment provided an extension of the maturity on the Term Loan to June 30, 2025 while the Company works to finalize a long-term facility and specifies the timing of payments of refinancing fees associated with various lenders on the Term Loan.

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v3.24.1.1.u2

Cover Page - shares	3 Months Ended
	Mar. 31, 2024	May 03, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-39943
Entity Registrant Name	MONDEE HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-3292448
Entity Address, Address Line One	10800 Pecan Park Blvd.
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78750
City Area Code	650
Local Phone Number	646-3320
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	MOND
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		85,474,459
Entity Central Index Key	0001828852
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

v3.24.1.1.u2

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 38,889	$ 27,994
Restricted cash and short-term investments	8,493	7,993
Contract assets, net of allowance of $7 and $7 as of March 31, 2024 and December 31, 2023, respectively	14,903	13,228
Prepaid expenses and other current assets	6,338	7,250
Total current assets	172,255	173,097
Property and equipment, net	19,949	17,311
Goodwill	87,522	88,056
Intangible assets, net	96,905	102,029
Amounts receivable from related parties, excluding current portion	0	43
Operating lease right-of-use assets	3,298	3,232
Deferred income taxes	752	752
Other non-current assets	8,585	7,871
TOTAL ASSETS	389,266	392,391
Current liabilities
Government loans, current portion	21	66
Accrued expenses and other current liabilities	29,602	25,115
Earn-out liability, net, current portion	852	4,843
Deferred revenue, current portion	5,420	5,686
Long-term debt, current portion	11,645	10,828
Total current liabilities	172,040	161,569
Deferred income taxes	11,968	12,334
Note payable to related party	202	201
Government loans, excluding current portion	133	142
Earn-out liability, net, excluding current portion	5,219	4,322
Warrant liability	95	137
Long-term debt, excluding current portion	154,549	150,679
Deferred revenue, excluding current portion	11,149	11,797
Operating lease liabilities, excluding current portion	2,118	2,561
Other long-term liabilities	8,176	8,073
Total liabilities	365,649	351,815
Commitments and contingencies (Note 10)
Redeemable preferred stock
Series A preferred stock – 250,000,000 shares authorized, $0.0001 par value, 96,300 shares issued and outstanding as of March 31, 2024 and December 31, 2023 (liquidation preference $113,984 and $110,180 as of March 31, 2024 and December 31, 2023, respectively)	110,796	105,804
Stockholders’ deficit
Common stock – $500,000,000 Class A and $250,000,000 Class C shares authorized, $0.0001 par value, 85,197,929 and $83,252,040 Class A shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	9	8
Treasury stock - 4,623,532 and 4,623,532 shares of Class A Common Stock as of March 31, 2024 and December 31, 2023, respectively	(32,088)	(32,088)
Additional paid-in capital	306,836	306,326
Accumulated other comprehensive (losses) gains	(1,406)	1,598
Accumulated deficit	(360,530)	(341,072)
Total stockholders’ deficit	(87,179)	(65,228)
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT	389,266	392,391
Nonrelated Party
Current assets
Accounts receivable, net of allowance and amounts receivable from related parties, current portion	103,589	116,632
Current liabilities
Accounts payable	124,458	114,989
Related Party
Current assets
Accounts receivable, net of allowance and amounts receivable from related parties, current portion	43	0
Current liabilities
Accounts payable	$ 42	$ 42

v3.24.1.1.u2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Accounts receivable, allowance	$ 3,426,000	$ 5,185,000
Contract assets, allowance	$ 7,000	$ 7,000
Temporary equity, shares authorized (in shares)	250,000,000	250,000,000
Temporary equity, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares issued (in shares)	96,300	96,300
Temporary equity shares outstanding (in shares)	96,300	96,300
Temporary equity, liquidation preference	$ 113,984	$ 110,180
Treasury stock (in shares)	4,623,532	4,623,532
Common Class A
Common shares, shares authorized (in shares)	500,000,000	500,000,000
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	85,197,929	83,252,040
Common shares, shares outstanding (in shares)	85,197,929	83,252,040
Common Class C
Common shares, shares authorized (in shares)	250,000,000	250,000,000
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001

v3.24.1.1.u2

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues, net	$ 58,021	$ 49,929
Operating expenses
Sales and marketing expenses	40,267	37,445
Personnel expenses, including stock-based compensation of $5,246 and $2,156, respectively	13,216	7,466
General and administrative expenses, including non-employee stock-based compensation of $55 and $405, respectively	5,785	4,494
Information technology expenses	2,069	923
Provision for credit losses, net	(403)	(667)
Depreciation and amortization	5,563	3,386
Restructuring expense, net	(289)	1,529
Total operating expenses	66,208	54,576
Loss from operations	(8,187)	(4,647)
Other income (expense)
Interest income	169	347
Interest expense	(9,932)	(8,217)
Changes in fair value of warrant liability	42	(21)
Other (expense) income, net	(905)	322
Total other expense, net	(10,626)	(7,569)
Loss before income taxes	(18,813)	(12,216)
Provision for income taxes	(645)	(699)
Net loss	(19,458)	(12,915)
Cumulative dividends allocated to preferred stockholders	(3,805)	0
Net loss attributable to common stockholders	$ (23,263)	$ (12,915)
Net loss attributable per share to common stockholders
Net loss attributable per share to common stockholders, basic (in dollars per share)	$ (0.30)	$ (0.15)
Net loss attributable per share to common stockholders, diluted (in dollars per share)	$ (0.30)	$ (0.15)
Basic and diluted
Basic (in shares)	78,468,479	83,748,712
Diluted (in shares)	78,468,479	83,748,712

v3.24.1.1.u2

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Allocated share based compensation	$ 5,307	$ 2,561
Personnel expenses
Allocated share based compensation	5,246	2,156
Sales and other expenses
Allocated share based compensation	$ 55	$ 405

v3.24.1.1.u2

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (19,458)	$ (12,915)
Other comprehensive (loss), net of tax
(Loss) on currency translation adjustment	(3,004)	(9)
Comprehensive loss	$ (22,462)	$ (12,924)

v3.24.1.1.u2

Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Deficit - USD ($) $ in Thousands	Total	Class A Common Stock	Treasury Stock	Shareholder Receivable	Additional Paid-in- Capital	Accumulated Other Comprehensive Gains (Losses)	Accumulated Deficit
Preferred stock, beginning balance (in shares) at Dec. 31, 2022	85,000
Preferred stock, beginning balance at Dec. 31, 2022	$ 82,597
Mezzanine Equity
Accrual of dividends and accretion of redeemable series A preferred stock	$ 3,058
Preferred stock, ending balance (in shares) at Mar. 31, 2023	85,000
Preferred stock, ending balance at Mar. 31, 2023	$ 85,655
Balance at beginning (in shares) at Dec. 31, 2022		82,266,160
Balance at beginning at Dec. 31, 2022	(29,322)	$ 7		$ (20,336)	$ 271,883	$ (621)	$ (280,255)
Stockholders' Deficit
Stock-based compensation	2,561				2,561
Tax withholding related to vesting of restricted stock units	0
Currency translation adjustments	(9)					(9)
Net loss	(12,915)						(12,915)
Settlement of shareholder receivable	0			20,336
Shares in escrow/shares issued for acquisitions (in shares)		1,726,405
Shares in escrow/shares issued for acquisitions	16,038	$ 1			16,037
Accrual of dividends and accretion of redeemable series A preferred stock	(3,058)				(3,058)
Balance at end (in shares) at Mar. 31, 2023		83,992,565
Balance at end at Mar. 31, 2023	$ (26,705)	$ 8		$ 0	287,423	(630)	(293,170)
Preferred stock, beginning balance (in shares) at Dec. 31, 2023	96,300
Preferred stock, beginning balance at Dec. 31, 2023	$ 105,804
Mezzanine Equity
Accrual of dividends and accretion of redeemable series A preferred stock	$ 4,992
Preferred stock, ending balance (in shares) at Mar. 31, 2024	96,300
Preferred stock, ending balance at Mar. 31, 2024	$ 110,796
Balance at beginning (in shares) at Dec. 31, 2023		83,252,040
Balance at beginning at Dec. 31, 2023	$ (65,228)	$ 8	$ (32,088)		306,326	1,598	(341,072)
Beginning balance, treasury stock (in shares) at Dec. 31, 2023	4,623,532		4,623,532
Stockholders' Deficit
Stock-based compensation	$ 5,301				5,301
Issuance of common stock through employee stock plans (in shares)		64,087
Tax witholding related to vesting of restricted stock units (in shares)		(18,197)
Tax withholding related to vesting of restricted stock units	(59)				(59)
Currency translation adjustments	(3,004)					(3,004)
Net loss	(19,458)						(19,458)
Shares in escrow/shares issued for acquisitions (in shares)		1,899,999
Shares in escrow/shares issued for acquisitions	1	$ 1
Accrual of dividends and accretion of redeemable series A preferred stock	(4,732)				(4,732)
Balance at end (in shares) at Mar. 31, 2024		85,197,929
Balance at end at Mar. 31, 2024	$ (87,179)	$ 9	$ (32,088)		$ 306,836	$ (1,406)	$ (360,530)
Ending balance, treasury stock (in shares) at Mar. 31, 2024	4,623,532		4,623,532

v3.24.1.1.u2

Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Deficit (Parenthetical) - $ / shares	Mar. 31, 2024	Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]
Dividends payable (in USD per share)	$ 39.51	$ 29.15

v3.24.1.1.u2

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities
Net loss	$ (19,458)	$ (12,915)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization	5,563	3,386
Deferred taxes	0	11
Provision for credit losses, net	(403)	(667)
Stock-based compensation	5,301	2,561
Non-cash lease expense	326	0
Amortization of loan origination fees	1,867	2,035
Payment in kind interest expense	5,482	1,381
Unrealized (gain) loss on foreign currency exchange derivatives	(3)	12
Change in the estimated fair value of earn-out consideration and warrants	1,197	192
Changes in operating assets and liabilities:
Accounts receivable	10,668	(17,935)
Contract assets	(1,675)	1,294
Prepaid expenses and other current assets	922	(550)
Operating lease right-of-use assets	0	(331)
Other non-current assets	(771)	(278)
Accrued expenses and other liabilities	(3,363)	449
Deferred revenue	(914)	(2)
Operating lease liabilities	(839)	264
Net cash provided by (used in) operating activities	18,661	(9,979)
Cash flows from investing activities
Capital expenditures	(4,881)	(1,968)
Cash paid for acquisitions, net of cash acquired	0	(18,304)
Purchase of restricted short term investments	0	(235)
Sale of restricted short term investments	0	62
Net cash used in investing activities	(4,881)	(20,445)
Cash flows from financing activities
Repayment of debt	(1,152)	(2,063)
Payment of preferred stock offering costs	(28)	(2,222)
Loan origination fee for long term debt	(79)	(616)
Payments of tax on vested restricted stock units	(743)	0
Proceeds from long term debt	0	15,000
Net cash (used in) provided by financing activities	(2,002)	10,099
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(370)	(14)
Net increase (decrease) in cash and cash equivalents and restricted cash	11,408	(20,339)
Cash and cash equivalents and restricted cash at beginning of period	34,665	78,841
Cash and cash equivalents and restricted cash at end of period	46,073	58,502
Supplemental cash flow information
Cash paid for interest	2,620	5,025
Cash paid for income taxes, net of refunds	(49)	4
Cash paid for LBF US divestiture and transition service expense	579	0
Non-cash financing and investing activities
Right-of-use assets obtained in exchange for new operating lease liabilities	398	572
Shares withheld for tax withholding on vesting of restricted stock units	59	0
Accrued Series A preferred stock dividend	3,805	0
Interest capitalized for software development	194	0
Unpaid offering costs	365	0
Unpaid loan origination fee for long term debt	1,500	0
Property and equipment included in accounts payable	75	0
Related Party
Changes in operating assets and liabilities:
Amounts payable to related parties and accounts payable	0	164
Nonrelated Party
Changes in operating assets and liabilities:
Amounts payable to related parties and accounts payable	14,761	10,950
Common Class A | Orinter
Non-cash financing and investing activities
Issuance of stock	0	16,037
Earnout Shares | Orinter
Non-cash financing and investing activities
Issuance of stock	$ 0	$ 3,719

v3.24.1.1.u2

NATURE OF OPERATIONS	3 Months Ended
	Mar. 31, 2024
NATURE OF OPERATIONS
NATURE OF OPERATIONS	NATURE OF OPERATIONSMondee Holdings, Inc. is a Delaware corporation. We refer to Mondee Holdings, Inc. and its subsidiaries collectively as “Mondee,” the “Company,” “us,” “we” and “our” in these condensed consolidated financial statements. Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors.

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”), including the instructions to Regulation S-X. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, previously filed with the SEC. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The functional currency of the Company’s subsidiaries is generally the respective local currency. For international operations, assets and liabilities are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at monthly average exchange rates applicable for the period. Translation gains and losses are included as a component of accumulated other comprehensive losses in the accompanying condensed consolidated balance sheets. Foreign currency transaction gains and losses are included in other expense, net in the accompanying condensed consolidated statements of operations. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our estimates on an ongoing basis. We base our estimates on our historical experience and also on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates. Cash, cash equivalents, restricted cash and short-term investments The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and various deposit accounts. The Company has restricted cash and short-term investments related to letters of credit intended to secure payments for the potential purchase of airline tickets in the ordinary course of business. We have placed short-term certificates of deposits and investments in money market funds with financial institutions as collateral under these arrangements and accordingly, these balances are presented as restricted cash and short-term investments of $8.5 million and $8.0 million on the consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. The following table provides a reconciliation of cash and cash equivalents and restricted cash to amounts reported within the consolidated balance sheets and to the total amounts presented in our condensed consolidated statements of cash flows (in thousands): March 31, 2024 December 31, 2023 Cash and cash equivalents $ 38,889  $ 27,994  Restricted cash presented in restricted cash and short-term investments 7,184  6,672  Total cash, cash equivalents and restricted cash $ 46,073  $ 34,666  Accounts Receivable, Contract Assets and Allowance for Doubtful Accounts Accounts receivable from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. We make estimates of expected credit losses for our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history continually updated for new collections data, the credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect our ability to collect from customers. The provision for estimated credit losses is recorded in accounts receivable, net of allowance on our condensed consolidated balance sheets. Contract assets represent unbilled and accrued incentive revenues from airline companies and our GDS service providers based on the achievement of contractual targets defined at contract inception. The provision for estimated credit losses is recorded in contract assets, net of allowance on our condensed consolidated balance sheets. During the three months ended March 31, 2024, the Company recorded a gain of $0.4 million to provision for credit losses, net, due to revision of estimates of expected credit losses on accounts receivables and contract assets and wrote off a total of $1.4 million in accounts receivables. Certain Risks and Concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on GDS service providers and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Significant concentrations are those that represent more than 10% of the Company’s total revenue or total accounts receivable and contract assets. As of March 31, 2024, there was one financial institution with other receivable balances accounted for more than 10% of total accounts receivable and contract assets. As of December 31, 2023 three parties accounted for more than 10% of total accounts receivable and contract assets. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprises of amounts due from affiliates, airline companies, GDS service providers and financing Recently Issued Accounting Pronouncements Not Yet Adopted In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-06, Disclosure Improvements: Codification Amendments In Response to the SEC’s Disclosure Update and Simplification Initiative, which amends U.S. GAAP to include 14 disclosure requirements that are currently required under SEC Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K. The adoption is not expected to have a material impact on the Company's consolidated financial statements as these requirements were previously incorporated under the SEC Regulations. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which amends disclosure requirements relating to segment reporting, primarily through enhanced disclosure about significant segment expenses and by requiring disclosure of segment information on an annual and interim basis. This standard is effective for annual consolidated financial statements for the year ending December 31, 2024 and for interim periods beginning in 2025. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate). This standard is effective for annual consolidated financial statements for years ending after December 31, 2024 for public entities. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

v3.24.1.1.u2

FAIR VALUE MEASUREMENT	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENT	FAIR VALUE MEASUREMENT The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis (in thousands): March 31, 2024 Level 1 Level 2 Level 3 Total Liabilities Foreign currency exchange derivatives(1) $ —  $ 31  $ —  $ 31  Private placement warrant liability(2) —  —  95  95  Orinter earn-out consideration(3) 3,333  —  4,010  7,343  Consolid earn-out consideration(4) —  —  1,000  1,000  Interep earn-out consideration(5) 1,000  —  1,470  2,470  Skypass earn-out consideration(6) —  —  147  147  Total liabilities $ 4,333  $ 31  $ 6,722  $ 11,086  December 31, 2023 Level 1   Level 2   Level 3   Total Liabilities Foreign currency exchange derivatives(1) $ —  $ 300  $ —  $ 300  Private placement warrant liability(2) —  —  137  137  Orinter earn-out consideration(3) —  —  6,540  6,540  Consolid earn-out consideration(4) —  —  780  780  Interep earn-out consideration(5) —  —  2,240  2,240  Skypass earn-out consideration(6) —  —  161  161  Total liabilities $ —  $ 300  $ 9,858  $ 10,158  ______________________________ (1) The Company uses foreign currency forwards contracts with maturities of up to 10 months to hedge a portion of anticipated exposures. The foreign currency exchange derivatives are recognized on the condensed consolidated balance sheet at fair value within accrued expenses and other current liabilities. (2) On February 1, 2021, with the closing of its initial public offering, ITHAX consummated the sale of 675,000 private placement units, including the exercise by the underwriters of their over-allotment option. As of March 31, 2024, the Company had 232,500 private placement warrants outstanding. (3) The Orinter earn-out consideration represents arrangements to pay the former owners of Orinter, which was acquired by the Company in 2023. The undiscounted maximum payment under the arrangement is $10 million. As of March 31, 2024, no payments have been made. The earn-out payable in Level 1 is included in Accrued expenses and other current liabilities; earn-out consideration in Level 3 is included in Earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets. (4) The Consolid earn-out consideration represents arrangements to pay the former owners of Consolid, which was acquired by the Company in 2023. The Company may be required to make earn-out payments up to an aggregate of $1 million and 400,000 shares of common stock contingent on Consolid meeting certain adjusted EBITDA targets. As of March 31, 2024, no payments have been made. (5) The Interep earn-out consideration represents arrangements to pay the former owners and key executives of Interep, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to $3 million contingent upon Interep reaching specified EBITDA targets by the end of fiscal year 2025. As of March 31, 2024, no payments have been made. The earn-out payable in Level 1 is included in Accrued expenses and other current liabilities; earn-out consideration in Level 3 is included in Earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets. (6) The Skypass earn-out consideration represents arrangements to pay the former owners of Skypass, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to an aggregate of 1,800,000 shares of common stock contingent on Skypass meeting certain adjusted EBITDA targets. In the event the EBITDA target is exceeded, the Company is required to pay on any excess of the EBITDA target, settled in shares. The number of shares payable will be calculated based on the market value of the Company’s Class A Common Stock at settlement date. As of March 31, 2024, no payments have been made. Short-Term Financial Assets and Liabilities The fair value of Company’s short-term financial assets and liabilities including cash and cash equivalents, restricted cash and short-term investments, accounts receivable, accounts payable and accrued expenses approximated their carrying values as of March 31, 2024 and December 31, 2023, due to their short-term nature. The Company’s restricted cash and short-term investments comprise of cash and certificate of deposits held at banks. All of the Company’s outstanding debt are recorded on an amortized cost basis. Foreign Currency Exchange Derivatives The notional amount of the foreign currency exchange derivatives outstanding as of March 31, 2024 and December 31, 2023 is $4.2 million and $9.6 million, respectively. The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheets. The changes in fair value of the foreign currency exchange derivatives are recorded in other expense, net in the condensed consolidated statement of operations. For the three months ended March 31, 2024 and 2023, the Company recorded gains of $0.2 million and $0.1 million, respectively, in other expense, net. These contracts are not designated as hedging instruments and changes in fair value are recorded in other expense, net on the condensed consolidated statement of operations. Realized gains and losses from the settlement of the derivative assets and liabilities are classified as operating activities on the condensed consolidated statement of cash flows. Roll-forward of Level 3 Recurring Fair Value Measurements The following tables summarizes the fair value adjustments for liabilities measured using significant unobservable inputs (Level 3) (in thousands): Earn-out consideration Three Months Ended March 31, 2024 2023 Balance, beginning of period $ 9,721  $ —  Additions of earn-out consideration with the acquisition of Orinter —  3,719  Change in the estimated fair value of earn-out consideration 1,239  171  Transfer to Level 1 earn-out payable (4,333) —  Balance, end of the period $ 6,627  $ 3,890  The earn-out consideration consists of the fair values of contingent consideration in connection with the Company’s acquisitions. The earn-out considerations are fair valued using the Monte Carlo Method and is a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of the earn-out liability. The valuation model utilized the following assumptions for the valuation of the earn-out liabilities as of March 31, 2024: Orinter Interep Consolid Skypass Cost of equity 23.5  % 27.5  % 28.0  % 21.0  % EBITDA volatility 66.0  % 66.0  % 59.0  % 59.0  % Equity volatility 93.0  % 93.0  % 95.0  % 83.0  % Required metric risk premium 16.5  % 19.5  % 14.5  % 15.0  % Risk-neutral adjustment factor 0.83 - 0.96 0.80 - 0.96 0.97 - 0.99 0.77 - 0.97 In the three months ended March 31, 2024, it was determined that Orinter and Interep achieved the first of multiple operating metrics specified in the purchase agreement and, as a result, a portion of earn-out consideration was transferred to Level 1 as earn-out payable given the certainty of payments, which are recorded in Accrued expense and other current liability on the Company's consolidated balance sheet as of March 31, 2024. In April 2024, the Company paid out $3.3 million and $1.0 million for Orinter and Interep earn-out considerations, respectively. The Level 3 earn-out consideration is recorded in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets. Level 1 earn-out consideration amounts are recorded in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. Changes to the unobservable inputs do not have a material impact on the Company’s consolidated financial statements. The Company recognized a loss of $1.2 million and $0.2 million for the remeasurement of the earn-out liabilities during the three months ended March 31, 2024 and 2023, respectively, recorded as general and administrative expenses within the condensed consolidated statements of operations. Private placement warrant liability Three Months Ended March 31, (in thousands) 2024 2023 Balance, beginning of period $ 137  $ 1,293  Change in the estimated fair value of warrants (42) 21  Balance, end of the period $ 95  $ 1,314  The private placement warrant liability is fair valued using the Black-Scholes option-pricing model. The following table provides quantitative information regarding assumptions used in the Black-Scholes option-pricing model to determine the fair value of the private placement warrants as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Stock price $2.31 $2.76 Term (in years) 3.3 3.6 Expected volatility 75.0% 73.0% Risk-free rate 4.5% 4.0% Dividend yield —% —% Changes to the unobservable inputs do not have a material impact on the Company’s condensed consolidated financial statements. The Company recognized a gain of $0.04 million during the three months ended March 31, 2024, and a loss of $0.02 million during the three months ended March 31, 2023, recorded in changes in fair value of warrant liability within the condensed consolidated statements of operations. Besides the transfer of the realized earn-out liability amounts discussed above, there were no other transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the three months ended March 31, 2024 and 2023. Assets Measured at Fair Value on a Nonrecurring Basis Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial asset is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial asset’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur. For the three months ended March 31, 2024 and 2023, respectively, the Company has not recorded any impairment charges on non-financial assets.

v3.24.1.1.u2

REVENUE	3 Months Ended
	Mar. 31, 2024
Revenue from Contract with Customer [Abstract]
REVENUE	REVENUE Disaggregation of Revenue The Company believes that the disaggregation based on the reportable segments best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market, and other factors. As described in Note 12 – Segment Information, the Company has two reportable segments, Travel Marketplace and SaaS Platform. Three Months Ended March 31, (in thousands) 2024   2023 Travel Marketplace revenues $ 57,757  $ 49,549   Travel Transaction revenues 54,444  46,082    Air 28,412  36,760    Travel Package 15,966  6,592    Hotel 7,491  1,804   Other 2,575  926   Fintech Program revenues 3,313  3,467  SaaS Platform revenues 264  380  Subscription services revenue 264  380  Revenues, net $ 58,021  $ 49,929  Revenue by sales channel The following table presents the Travel Marketplace segment by sales channel for the for the three months ended March 31, 2024 and March 31, 2023 (in thousands): Three Months Ended March 31, 2024 2023 Transactions through affiliates and with customers $ 57,579  $ 44,554  Transactions from travelers’ direct bookings 178  4,995  Travel Marketplace revenues $ 57,757  $ 49,549  We generate mark up fees and certain commissions from booking reservations directly placed by travelers through our platform. The Transactions through affiliates with customers includes our revenues generated from mark-up fees and commissions via bookings placed by travel agencies. Fintech program revenues which are not differentiated by sales channels. Contract Balances The opening and closing balances of accounts receivable, contract assets and deferred revenue are as follows (in thousands): Accounts Receivable Contract  Asset Deferred Revenue Ending Balance as of December 31, 2023 $ 116,632  $ 13,228  $ 17,483  Increase/(decrease), net (13,043) 1,675  (914) Ending Balance as of March 31, 2024 $ 103,589  $ 14,903  $ 16,569  As of March 31, 2024, accounts receivable presented on the consolidated balance sheets includes $2.5 million of accounts receivable from our customers, including travel product suppliers, our Global Distribution System (“GDS”) service providers and banks partnered with our Fintech Program and our Software-as-a-service (“SaaS”) platform users, $68.1 million of other receivables from financing institutions partnered in the receivables process (refer to further discussions below), and $33.0 million of other receivables from affiliated travel agencies and travelers. In partnering with the financing institutions, the Company has the option to collect payments upfront or receive in installments as they become due. Fees paid to financing institutions for payments received in installments are recorded within sales and marketing expenses, as such expenses are associated with the collection of other receivables due from travelers and travel agencies. Financing fees associated with upfront payments are recorded within interest expense, as the Company pays additional fees to financing institutions as compared to the collection on the scheduled installments. During the three months ended March 31, 2024 and 2023, the Company incurred upfront payment collection fees of $1.8 million and $0.4 million which represents 17% and 5% of the total other expense, net on the consolidated statements of operations. During the three months ended March 31, 2024, the Company recognized revenue of $0.9 million from the deferred revenue balance as of December 31, 2023.

v3.24.1.1.u2

BUSINESS COMBINATIONS AND DIVESTITURES	3 Months Ended
	Mar. 31, 2024
Business Combinations [Abstract]
BUSINESS COMBINATIONS AND DIVESTURES	BUSINESS COMBINATIONS AND DIVESTITURES Orinter Acquisition On January 31, 2023, the Company completed the acquisition of Orinter Tour & Travel, S.A. (“Orinter”) for a total purchase price of $40.2 million, consisting of cash, stock and earn-out consideration. The financial results of Orinter have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The allocation of the purchase price to goodwill was completed as of December 31, 2023. The classes of assets and liabilities to which we have allocated the purchase price were as follows (in thousands): Assets acquired: Estimated Fair Value Cash $ 624  Accounts receivable 39,960  Prepaid expenses and other current assets 1,447  Property and equipment 336  Goodwill 14,524  Operating lease right-of-use-assets 172  Indemnification asset 2,651  Intangible assets 29,650  Fair value of assets acquired 89,364  Liabilities assumed: Accounts payable 31,243  Accrued expenses and other current liabilities 6,437  Operating lease liabilities 103  Indemnification liability 2,651  Deferred income tax 8,748  Fair value of liabilities assumed 49,182  Total purchase consideration $ 40,182  Goodwill Goodwill was assigned to the Travel Marketplace segment and was primarily attributed to expected post-acquisition synergies from integrating Orinter’s technology with Mondee’s platform and technology. Goodwill is not amortizable for income tax purposes. Identifiable intangible assets The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands): Useful life (years) Fair value Customer relationships 11 $ 22,000  Trade names 15 7,650  Total acquired intangibles $ 29,650  Indemnification asset and liability The Company recorded an indemnification asset and corresponding liability of $2.7 million for the outcome of a contingency from tax liabilities related to employment and other taxes with respect to Orinter’s pre-acquisition activities, for which we are indemnified by Orinter Sellers. Interep Acquisition On May 12, 2023, the Company completed the acquisition of Interep Representações Viagens E Turismo S.A. (“Interep”) for a total purchase price of $9.5 million consisting of cash, stock and earn-out consideration. The financial results of Interep have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The allocation of the purchase price to goodwill was completed as of the quarter ended March 31, 2024. The classes of assets and liabilities to which we have allocated the purchase price were as follows (in thousands): Assets acquired: Estimated Fair Value Cash $ 2,925  Accounts receivable 21,989  Prepaid expenses and other current assets 683  Property and equipment 61  Operating lease right-of-use-assets 63 Other non-current assets 9 Goodwill 2,403  Intangible assets 7,570  Indemnification asset 1,844  Fair value of assets acquired 37,547  Liabilities assumed: Accounts payable 22,962  Accrued expenses and other current liabilities 1,112  Operating lease liabilities 63  Other long-term liabilities 14  Indemnification liability 1,844  Deferred tax liability 2,072  Fair value of liabilities assumed 28,067  Total purchase consideration $ 9,480  The Company recorded $5.2 million for customer relationships with an estimated useful life of 7.5 years, and $2.3 million for trade names with an estimated useful life of 15 years. The resulting goodwill is primarily attributable to the assembled workforce and expanded market opportunities from the Interep Acquisition. Goodwill recorded in connection with the acquisition was allocated to the Travel Marketplace segment and is not amortizable for income tax purposes. The Company recorded an indemnification asset and corresponding liability of $1.8 million for the outcome of a contingency from tax liabilities related to employment and other taxes with respect to Interep’s pre-acquisition activities, for which we are indemnified by Interep sellers. Consolid Acquisition On May 12, 2023, the Company completed the acquisition of Consolid Mexico Holding, S.A. P.I. de C.V. (“Consolid”) for a total purchase price of $5.2 million consisting of cash and earn-out consideration. The financial results of Consolid have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The Company intends to claw back the net working capital adjustment of $0.6 million net of future earn-out payments, and therefore, the $0.6 million is recorded net against the fair value of the earn-out liability on the condensed consolidated balance sheet since these amounts have the right to offset. The allocation of the purchase price to goodwill was completed as of December 31, 2023. The classes of assets and liabilities to which we have allocated the purchase price were as follows (in thousands): Assets acquired: Estimated Fair Value Cash $ 4,050  Accounts receivable 3,569  Prepaid expenses and other current assets 1,236  Deferred income tax assets 690  Property and equipment 90  Goodwill 1,662  Operating lease right-of-use-assets 143  Intangible assets 1,174  Other non-current assets 41  Fair value of assets acquired 12,655  Liabilities assumed: Accounts payable 5,441  Accrued expenses and other current liabilities 1,534  Operating lease liability 143  Other long-term liabilities 311  Fair value of liabilities assumed 7,429  Total purchase consideration $ 5,226  The intangible assets acquired include customer relationships with a fair value of $0.7 million and an estimated useful life of 8.5 years, as well as trade names with a fair value of $0.5 million and an estimated useful life of 15 years. The Company recorded approximately $1.7 million of goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities obtained through the Consolid acquisition. Goodwill recorded in connection with the acquisition was allocated to the Travel Marketplace segment and is not deductible for income tax purposes. Skypass Acquisition On August 12, 2023, the Company completed the acquisition of Skypass Travel Inc., Skypass Travel de Mexico Sa de CV, Skypass Travel Private Limited and Skypass Holidays, LLC (collectively, “Skypass”) for a total purchase price of $10.6 million. The financial results of Skypass have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The Company estimated the preliminary fair value of acquired assets and liabilities as of the effective time of the Skypass Acquisition based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. The Company is continuing to obtain information to finalize the acquired assets and liabilities, including accounts receivables balance, tax liabilities and other attributes. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Skypass closing date. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized, to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. Final determination of the fair values may result in further adjustments to the values presented in the following table. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Assets acquired: Estimated Fair Value Cash $ 1,746  Accounts receivable 2,797  Prepaid expenses and other current assets 25  Goodwill 4,009  Operating lease right-of-use-assets 1,006  Intangible assets 4,135  Fair value of assets acquired 13,718  Liabilities assumed: Accounts payable 668  Accrued expenses and other current liabilities 684  Operating lease liabilities 714  Deferred income tax 1,100  Fair value of liabilities assumed 3,166  Total purchase consideration $ 10,552  The intangible assets acquired include customer relationships with a fair value of $3.4 million and an estimated useful life of 8.4 years, as well as trade names with a fair value of $0.8 million and an estimated useful life of 15 years. The Company recorded approximately $4.0 million of goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities obtained through the Skypass Acquisition. Goodwill recorded in connection with the acquisition was allocated to the Travel Marketplace segment and is not deductible for income tax purposes. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the condensed consolidated statements of operations. Purplegrids Acquisition On November 13, 2023, the Company completed the acquisition of Purplegrids, Inc. (“Purplegrids”), for a purchase price of $8.7 million, which consisted of $5.5 million in shares of the Company’s Class A Common Stock and an earn-out component of $3.2 million contingent on the achievement of certain revenue and stock price targets. The acquisition was accounted for as an asset acquisition. 1,899,999 shares of Company Class A Common Stock were legally issued to the Purplegrids sellers on January 26, 2024. As part of the asset acquisition, the Company recorded $10.9 million for developed technology and $0.5 million for assembled workforce with estimated useful lives of seven years and three years, respectively, and assumed $3.1 million in deferred tax liabilities. LBF US Divestiture In July 2023, the Company entered into a letter of intent with a former employee to sell LBF Travel Inc, LBF Travel Holdings LLC, Avia Travel and Tours Inc, and Star Advantage Limited (collectively, “LBF US”) for net proceeds of 200,000 shares of the Company’s Class A Common Stock, which was valued at $1.8 million as of the disposal date. The Company allocated $0.5 million of the value of the shares to post-sales support provided to LBF US subsequent to the sale and recognized the remaining $1.3 million as purchase consideration. The divestiture of LBF US closed in September 2023. LBF US was initially acquired by the Company on December 20, 2019 (“2019 Acquisition”) and operated within the Travel Marketplace segment. The buyer was a previous owner of LBF Travel Inc, who then became a Mondee employee along with the 2019 Acquisition until Mondee’s divestiture of LBF US. In connection with the sale, the Company recognized a net gain of $1.3 million, which was recorded in other expense, net for the year ended December 31, 2023. Additionally, the Company agreed to provide certain short-term transition services to support the divested business through the third quarter of 2023, which was subsequently amended to extend through January 2024. In the three months ended March 31, 2024, the Company incurred $0.2 million of transition service costs and transaction expense for the LBF US divestiture, which was recorded in other expense, net. For the three months ended March 31, 2024, the Company paid $0.6 million for LBF US divestiture and transition service expenses and had $2.1 million payable outstanding as of March 31, 2024. The results of the divested business through date of sale and the transition services provided to LBF US post the sale were reflected within the Travel Marketplace segment. Unaudited Pro Forma Operating Results The following unaudited pro forma combined financial information presented the results of operations as if (i) the acquisitions of Orinter, Interep and Consolid and (ii) the divestiture of LBF US were consummated on January 1, 2023 (the beginning of the comparable prior reporting period), including certain pro forma adjustments that were directly attributable to the Orinter, Interep and Consolid acquisitions, including additional amortization adjustments for the fair value of the assets acquired. These unaudited pro forma results do not reflect any synergies from operating efficiencies post their acquisition dates. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. The unaudited pro forma financial information did not include the effect of the Skypass acquisition due to its insignificant impact to the Company's consolidated operation results. Three Months Ended March 31, (in thousands) 2024 2023 Revenues, net $ 58,021  $ 53,944  Net loss (19,458) (11,988)
BUSINESS COMBINATIONS AND DIVESTURES	BUSINESS COMBINATIONS AND DIVESTITURES Orinter Acquisition On January 31, 2023, the Company completed the acquisition of Orinter Tour & Travel, S.A. (“Orinter”) for a total purchase price of $40.2 million, consisting of cash, stock and earn-out consideration. The financial results of Orinter have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The allocation of the purchase price to goodwill was completed as of December 31, 2023. The classes of assets and liabilities to which we have allocated the purchase price were as follows (in thousands): Assets acquired: Estimated Fair Value Cash $ 624  Accounts receivable 39,960  Prepaid expenses and other current assets 1,447  Property and equipment 336  Goodwill 14,524  Operating lease right-of-use-assets 172  Indemnification asset 2,651  Intangible assets 29,650  Fair value of assets acquired 89,364  Liabilities assumed: Accounts payable 31,243  Accrued expenses and other current liabilities 6,437  Operating lease liabilities 103  Indemnification liability 2,651  Deferred income tax 8,748  Fair value of liabilities assumed 49,182  Total purchase consideration $ 40,182  Goodwill Goodwill was assigned to the Travel Marketplace segment and was primarily attributed to expected post-acquisition synergies from integrating Orinter’s technology with Mondee’s platform and technology. Goodwill is not amortizable for income tax purposes. Identifiable intangible assets The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands): Useful life (years) Fair value Customer relationships 11 $ 22,000  Trade names 15 7,650  Total acquired intangibles $ 29,650  Indemnification asset and liability The Company recorded an indemnification asset and corresponding liability of $2.7 million for the outcome of a contingency from tax liabilities related to employment and other taxes with respect to Orinter’s pre-acquisition activities, for which we are indemnified by Orinter Sellers. Interep Acquisition On May 12, 2023, the Company completed the acquisition of Interep Representações Viagens E Turismo S.A. (“Interep”) for a total purchase price of $9.5 million consisting of cash, stock and earn-out consideration. The financial results of Interep have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The allocation of the purchase price to goodwill was completed as of the quarter ended March 31, 2024. The classes of assets and liabilities to which we have allocated the purchase price were as follows (in thousands): Assets acquired: Estimated Fair Value Cash $ 2,925  Accounts receivable 21,989  Prepaid expenses and other current assets 683  Property and equipment 61  Operating lease right-of-use-assets 63 Other non-current assets 9 Goodwill 2,403  Intangible assets 7,570  Indemnification asset 1,844  Fair value of assets acquired 37,547  Liabilities assumed: Accounts payable 22,962  Accrued expenses and other current liabilities 1,112  Operating lease liabilities 63  Other long-term liabilities 14  Indemnification liability 1,844  Deferred tax liability 2,072  Fair value of liabilities assumed 28,067  Total purchase consideration $ 9,480  The Company recorded $5.2 million for customer relationships with an estimated useful life of 7.5 years, and $2.3 million for trade names with an estimated useful life of 15 years. The resulting goodwill is primarily attributable to the assembled workforce and expanded market opportunities from the Interep Acquisition. Goodwill recorded in connection with the acquisition was allocated to the Travel Marketplace segment and is not amortizable for income tax purposes. The Company recorded an indemnification asset and corresponding liability of $1.8 million for the outcome of a contingency from tax liabilities related to employment and other taxes with respect to Interep’s pre-acquisition activities, for which we are indemnified by Interep sellers. Consolid Acquisition On May 12, 2023, the Company completed the acquisition of Consolid Mexico Holding, S.A. P.I. de C.V. (“Consolid”) for a total purchase price of $5.2 million consisting of cash and earn-out consideration. The financial results of Consolid have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The Company intends to claw back the net working capital adjustment of $0.6 million net of future earn-out payments, and therefore, the $0.6 million is recorded net against the fair value of the earn-out liability on the condensed consolidated balance sheet since these amounts have the right to offset. The allocation of the purchase price to goodwill was completed as of December 31, 2023. The classes of assets and liabilities to which we have allocated the purchase price were as follows (in thousands): Assets acquired: Estimated Fair Value Cash $ 4,050  Accounts receivable 3,569  Prepaid expenses and other current assets 1,236  Deferred income tax assets 690  Property and equipment 90  Goodwill 1,662  Operating lease right-of-use-assets 143  Intangible assets 1,174  Other non-current assets 41  Fair value of assets acquired 12,655  Liabilities assumed: Accounts payable 5,441  Accrued expenses and other current liabilities 1,534  Operating lease liability 143  Other long-term liabilities 311  Fair value of liabilities assumed 7,429  Total purchase consideration $ 5,226  The intangible assets acquired include customer relationships with a fair value of $0.7 million and an estimated useful life of 8.5 years, as well as trade names with a fair value of $0.5 million and an estimated useful life of 15 years. The Company recorded approximately $1.7 million of goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities obtained through the Consolid acquisition. Goodwill recorded in connection with the acquisition was allocated to the Travel Marketplace segment and is not deductible for income tax purposes. Skypass Acquisition On August 12, 2023, the Company completed the acquisition of Skypass Travel Inc., Skypass Travel de Mexico Sa de CV, Skypass Travel Private Limited and Skypass Holidays, LLC (collectively, “Skypass”) for a total purchase price of $10.6 million. The financial results of Skypass have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The Company estimated the preliminary fair value of acquired assets and liabilities as of the effective time of the Skypass Acquisition based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. The Company is continuing to obtain information to finalize the acquired assets and liabilities, including accounts receivables balance, tax liabilities and other attributes. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Skypass closing date. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized, to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. Final determination of the fair values may result in further adjustments to the values presented in the following table. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Assets acquired: Estimated Fair Value Cash $ 1,746  Accounts receivable 2,797  Prepaid expenses and other current assets 25  Goodwill 4,009  Operating lease right-of-use-assets 1,006  Intangible assets 4,135  Fair value of assets acquired 13,718  Liabilities assumed: Accounts payable 668  Accrued expenses and other current liabilities 684  Operating lease liabilities 714  Deferred income tax 1,100  Fair value of liabilities assumed 3,166  Total purchase consideration $ 10,552  The intangible assets acquired include customer relationships with a fair value of $3.4 million and an estimated useful life of 8.4 years, as well as trade names with a fair value of $0.8 million and an estimated useful life of 15 years. The Company recorded approximately $4.0 million of goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities obtained through the Skypass Acquisition. Goodwill recorded in connection with the acquisition was allocated to the Travel Marketplace segment and is not deductible for income tax purposes. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the condensed consolidated statements of operations. Purplegrids Acquisition On November 13, 2023, the Company completed the acquisition of Purplegrids, Inc. (“Purplegrids”), for a purchase price of $8.7 million, which consisted of $5.5 million in shares of the Company’s Class A Common Stock and an earn-out component of $3.2 million contingent on the achievement of certain revenue and stock price targets. The acquisition was accounted for as an asset acquisition. 1,899,999 shares of Company Class A Common Stock were legally issued to the Purplegrids sellers on January 26, 2024. As part of the asset acquisition, the Company recorded $10.9 million for developed technology and $0.5 million for assembled workforce with estimated useful lives of seven years and three years, respectively, and assumed $3.1 million in deferred tax liabilities. LBF US Divestiture In July 2023, the Company entered into a letter of intent with a former employee to sell LBF Travel Inc, LBF Travel Holdings LLC, Avia Travel and Tours Inc, and Star Advantage Limited (collectively, “LBF US”) for net proceeds of 200,000 shares of the Company’s Class A Common Stock, which was valued at $1.8 million as of the disposal date. The Company allocated $0.5 million of the value of the shares to post-sales support provided to LBF US subsequent to the sale and recognized the remaining $1.3 million as purchase consideration. The divestiture of LBF US closed in September 2023. LBF US was initially acquired by the Company on December 20, 2019 (“2019 Acquisition”) and operated within the Travel Marketplace segment. The buyer was a previous owner of LBF Travel Inc, who then became a Mondee employee along with the 2019 Acquisition until Mondee’s divestiture of LBF US. In connection with the sale, the Company recognized a net gain of $1.3 million, which was recorded in other expense, net for the year ended December 31, 2023. Additionally, the Company agreed to provide certain short-term transition services to support the divested business through the third quarter of 2023, which was subsequently amended to extend through January 2024. In the three months ended March 31, 2024, the Company incurred $0.2 million of transition service costs and transaction expense for the LBF US divestiture, which was recorded in other expense, net. For the three months ended March 31, 2024, the Company paid $0.6 million for LBF US divestiture and transition service expenses and had $2.1 million payable outstanding as of March 31, 2024. The results of the divested business through date of sale and the transition services provided to LBF US post the sale were reflected within the Travel Marketplace segment. Unaudited Pro Forma Operating Results The following unaudited pro forma combined financial information presented the results of operations as if (i) the acquisitions of Orinter, Interep and Consolid and (ii) the divestiture of LBF US were consummated on January 1, 2023 (the beginning of the comparable prior reporting period), including certain pro forma adjustments that were directly attributable to the Orinter, Interep and Consolid acquisitions, including additional amortization adjustments for the fair value of the assets acquired. These unaudited pro forma results do not reflect any synergies from operating efficiencies post their acquisition dates. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. The unaudited pro forma financial information did not include the effect of the Skypass acquisition due to its insignificant impact to the Company's consolidated operation results. Three Months Ended March 31, (in thousands) 2024 2023 Revenues, net $ 58,021  $ 53,944  Net loss (19,458) (11,988)

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GOODWILL AND INTANGIBLE ASSETS, NET	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS, NET	GOODWILL AND INTANGIBLE ASSETS, NET The goodwill balances as of December 31, 2023 and March 31, 2024, and the changes in the three months ended March 31, 2024 were as follows: (in thousands) Travel Marketplace SaaS Platform Total Balance as of December 31, 2023 $ 80,635  $ 7,421  $ 88,056  Foreign Currency Translation Adjustments (534) —  (534) Balance as of March 31, 2024 $ 80,101  $ 7,421  $ 87,522  Indefinite-lived Intangible Assets. Our indefinite-lived intangible assets relate to trade names acquired in various acquisitions in past periods. Intangible assets, net includes indefinite-life intangible assets of as $10.7 million of March 31, 2024 and $10.7 million as of December 31, 2023, respectively. Definite-life intangible assets, net consisted of the following as of March 31, 2024: (in thousands)  Gross Carrying Amount  Accumulated Amortization  Net Carrying Amount Customer relationships $ 91,634  $ (38,401) $ 53,233  Trade name 20,793  (6,724) 14,069  Supplier relationships 5,767  (1,634) 4,133  Developed technology 18,403  (4,024) 14,379  Assembled workforce 501  (63) 438  $ 137,098  $ (50,846) $ 86,252  Definite-life intangible assets, net consisted of the following as of December 31, 2023: (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 93,139  $ (36,454) $ 56,685  Trade name 21,265  (6,408) 14,857  Supplier relationships 5,767  (1,538) 4,229  Developed technology 18,402  (3,276) 15,126  Assembled workforce 501  (22) 479  $ 139,074  $ (47,698) $ 91,376  Amortization expense for intangible assets was $3.1 million and $2.0 million for the three months ended March 31, 2024 and 2023, respectively. The estimated future amortization expense related to intangible assets with definite lives is as follows (in thousands): Fiscal years ending December 31, 2024 (remaining 9 months) $ 8,850  2025 11,625  2026 11,255  2027 11,110  2028 11,110  Thereafter 32,302  $ 86,252

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DEBT	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
DEBT	DEBT Term Loan On December 23, 2019, the Company, entered into a financing agreement with TCW for a $150.0 million term loan (the “Term Loan”), and concurrently entered into a revolving credit facility (“TCW LOC”) with an aggregate principal amount not exceeding $15.0 million. The undrawn balances available under the revolving credit facility are subject to commitment fees of 1%. These facilities are guaranteed by the Company and are secured by substantially all of the assets of the Company. No amounts on the revolving credit facility have been drawn down as of March 31, 2024 and December 31, 2023, respectively. On January 11, 2023, the Company executed a ninth Amendment to the Term Loan (the “Ninth Agreement”), wherein Wingspire Capital LLC (“Wingspire”) became a party to the to the Term Loan. The amendment resulted in the redesignation of $15.0 million under the Term Loan from other lenders to Wingspire (the “TCW Term Loan”). Concurrently, Wingspire funded an additional $15.0 million on top of the already outstanding Term Loan (the “Wingspire Term Loan”), with a total of $30.0 million contributed by Wingspire as part of this amendment. Further, pursuant to the ninth Amendment, Wingspire consented to take over the TCW LOC for a principal amount not to exceed $15.0 million. Both the TCW Term Loan and Wingspire Term Loan are referenced herein as the Term Loan. In connection with the ninth amendment to the Term Loan, the Company had the option to increase the Term Loan by $20.0 million under two conditions until January 11, 2024: (i) the Company must have a trailing 12-month EBITDA of at least $25.0 million; and (ii) the Company must draw in increments of at least $5.0 million. The Company did not exercise the option to increase the Wingspire Term Loan. On January 17, 2024, the Company executed a twelfth amendment to the Term Loan (the “Twelfth Amendment”). The Twelfth Amendment (1) provided consent to the Company’s acquisition of Purplegrids; (2) required that the Company pledge 100% of the equity interests of Purplegrids; (3) defers a portion of the principal and interest payments due in December 2023 to the termination of the Term Loan; (4) defers certain refinancing milestones and modifies certain liquidity requirements; (5) modifies the payment of certain administrative fees to quarterly rather than annually; and (7) provides for the payment of certain fees, including $1.5 million in amendment fees to be paid at the earlier of the termination of the agreement and a future refinancing event. On March 11, 2024, the Company executed a thirteenth amendment to the Term Loan (the “Thirteenth Amendment”). The Thirteenth Amendment (1) provided an extension of the maturity on the Term Loan and the availability of the TCW LOC to March 31, 2025 while the Company works to finalize a long-term facility; (2) no event of default for any refinancing milestone; (iii) extends the date on which a refinancing fee is potentially payable to April 30, 2024; (iv) defers a portion of the principal amortization due in March 2024 to the earlier of the date of the refinancing of the credit facility or June 30, 2024, and capitalizes a part of interest due in March 2024; (v) waives any events of default that may have occurred prior to the Amendment; and (vi) a fee of $0.4 million “paid in kind” and added to the outstanding principal of the Term Loan. For the three months ended March 31, 2024 and 2023, the stated interest rate under the Term Loan was SOFR + 8.50%. In addition to the stated rate of interest on the Term Loan pursuant to which interest payments were calculated, debt issuance costs and debt discounts on the Term Loan are amortized over the term of the borrowing arrangement as additional notional interest expense, and added to the calculation of effective interest rate on the Term Loan. Including such additional notional calculations, the effective interest on the Wingspire Term Loan for the three months ended March 31, 2024 and 2023 is 17% and 16%, respectively; and the effective interest on TCW Term Loan for the three months ended March 31, 2024 and 2023 was 23%, respectively. As of March 31, 2024 and December 31, 2023, the estimated fair value of the TCW Term Loan was $159.1 million and $149.0 million, respectively. As of March 31, 2024 and December 31, 2023, the estimated fair value of the Wingspire Term Loan was $14.3 million and $13.9 million. The fair value of debt was estimated based on Level 3 inputs. The Term Loan includes provisions for customary events of default including non-payment of obligations, non-compliance with covenants and obligations, default on other material debt, bankruptcy or insolvency events, material judgments, change of control, and certain customary events of default relating to collateral or guarantees. Upon the occurrence of any event of default, subject to the terms of the Term Loan including any cure periods specified therein, customary remedies may be exercised by the Lenders under the Term Loan against the Company. The Company was in compliance with all of its financial covenants under the Term Loan as of March 31, 2024. Orinter Short-Term Loan With partnering financing institutions in Brazil, the Company has the option to collect payments from travelers and travel agencies’ upfront or receive payments through scheduled installments. The Company is also able to collateralize the outstanding receivable balances with those financial institutions to make bank advances through financing agreements. The Company elects options based on the bank fee terms as part of its regular cash management process. In December 2023, Orinter entered into a loan agreement (“Orinter short-term loan”) for € 2.2 million with a maturity date of October 2024. All borrowings under the Orinter short-term loan bear interest at a rate of 6.7489% . Orinter’s receivables due from financial institutions comprising the outstanding balance serve as collateral on the loan. The Company was in compliance with all of its financial covenants under the Orinter short-term loan as of March 31, 2024. The following table summarizes the Company's outstanding borrowing arrangements, excluding governmental loans (in thousands): As of March 31, As of December 31, 2024 2023 Term Loan $ 114,791  $ 114,708  Payment in kind interest on Term Loan 61,322  56,063  Orinter short-term loan 1,641  2,578  Total outstanding principal balance 177,754  173,349  Less: Unamortized debt issuance costs and discounts (11,560) (11,842) Total debt 166,194  161,507  Less: Current portion of long-term debt (11,645) (10,828) Long-term debt, net of current portion $ 154,549  $ 150,679

v3.24.1.1.u2

EQUITY	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
EQUITY	EQUITY Class A Common Stock As of March 31, 2024 and December 31, 2023, the Company had authorized a total of 500,000,000 shares for issuance of Company Class A Common Stock. As of March 31, 2024, 85,197,929 shares of the Company Class A Common Stock are issued and outstanding. Not reflected in the shares issued and outstanding as of March 31, 2024, is approximately 674,818 related to restricted stock units that vested in 2024 but have not yet been settled and issued. As of December 31, 2023, the Company has 83,252,040 shares of the Company Class A Common Stock issued and outstanding. Not reflected in the shares issued and outstanding is approximately 53,071 shares related to RSUs that vested in 2023, but had not been settled and issued. Share Repurchases In 2023, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to purchase up to $40.0 million of the Company’s outstanding shares of Class A Common Stock. The amount and timing of repurchases is determined at the Company’s discretion, depending on market and business conditions, and prevailing stock prices among other factors. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including insider trading laws. The program is not subject to any self-imposed Company trading restrictions or blackout periods and has no expiration date. During the three months ended March 31, 2024 and 2023, the Company did not repurchase shares of its Class A Common Stock. As of March 31, 2024, $30 million remained available under the Share Repurchase Program. Warrants As of March 31, 2024 and December 31, 2023, the Company had the following common stock warrants outstanding: Warrants Exercise Price Issuance Date Expiration Private Placement 232,500  $ 11.50  7/18/2022 7/18/2027 Preferred Stock 1,275,000  $ 7.50  10/17/2023 9/29/2027 Preferred Stock 169,500  $ 7.50  12/14/2023 9/29/2027 Total 1,677,000

v3.24.1.1.u2

STOCK-BASED COMPENSATION	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION 2022 Equity Incentive Plan The Board adopted, and the stockholders of the Company approved the 2022 Equity Incentive Plan (the “2022 Plan”), effective as July 18, 2022, the date of the closing of the transaction contemplated by the agreement dated December 20, 2021, by and among ITHAX, First Merger Sub, Second Merger Sub and Mondee. The maximum number of shares of common stock that may be issued pursuant to the 2022 Plan is 9,615,971. Restricted Stock Units ("RSU") RSU activity during the three months ended March 31, 2024 was as follows: Number of RSUs Outstanding Weighted-Average Grant Date Fair Value Unvested - December 31, 2023 2,724,052 $ 5.91  Granted 134,205 4.40  Vested (724,422) 6.53  Forfeited or canceled (20,500) 6.59  Unvested – March 31, 2024 2,113,335 $ 5.60  During the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $4.1 million and $0.2 million, respectively. As of March 31, 2024, the Company had unamortized stock-based compensation expense of $11.8 million related to RSUs remaining to be recognized over a weighted-average period of 1.8 years. The Company did not recognize any tax benefits related to stock-based compensation expense during the three months ended March 31, 2024 and 2023. Earn-out Shares As of March 31, 2024, the earn-out shares of the Company's Class A Common Stock (“earn-out shares”) were allocated as follows: Shareholder Type Grant Date Number of Shares Employee 7/18/2022 6,000,000  Investor 7/18/2022 500,000  Employee 9/7/2022 900,000  Non-employee 9/12/2022 200,000  Employee 4/20/2023 180,000  Forfeit add back 10/11/2023 (200,000) Employee 12/31/2023 1,353,333  Unallocated shares — 66,667  Total 9,000,000  Excluding the 1,533,333 earn-out shares allocated, net of forfeitures, on September 12, 2022, April 20, 2023 and December 31, 2023, all other earn-out shares have been legally issued to the respective shareholders and have restrictions that prohibit the shareholders from transferring them until the vesting market conditions are met. These earn-out shares in escrow are not considered outstanding for accounting purposes until resolution of the earn-out contingency. The Company recognized $1.2 million and $2.1 million of compensation expense related to earn-out shares for employees to personnel expenses within the condensed consolidated statement of operations for the three months ended March 31, 2024 and 2023, respectively. The Company recognized $0.3 million of compensation expense related to earn- out shares issued to a non-employee advisor for the three months ended March 31, 2023, which was recorded to general and administrative expenses within the condensed consolidated statement of operations. As of March 31, 2024, unrecognized earn-out compensation expense totaled $0.6 million expected to be recorded over the balance term. As of date of issuance of this report, there are 66,667 earn-out shares that remain unallocated.

v3.24.1.1.u2

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of March 31, 2024, the Company has the following outstanding legal claims that may have a material impact. Litigation Relating to LBF Acquisition. Thomas DeRosa, a shareholder of LBF Travel Management Corp. (f/k/a LBF Travel, Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The Federal Court recently dismissed these specific claims against Mondee, and limited other claims in the case, but has not yet set a trial date. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible range of loss of any such payments cannot be made. Litigation Relating to Restrictive Legends. On December 8, 2023, plaintiff Raja Venkatesh (“Venkatesh”) filed a complaint in the United States District Court for the Southern District of New York against the Company, its Chief Executive Officer and Chairman, Prasad Gundumogula (“Gundumogula” and, together with the Company, the “Mondee Defendants”), and the Company’s transfer agent, Continental Stock Transfer & Trust Company (“CST”). The complaint, which is captioned Raja Venkatesh v. Mondee Holdings, Inc., Prasad Gundumogula, and Continental Stock Transfer & Trust Company, Case No.: 1:23-cv-10734-VEC (S.D.N.Y.) (the “Venkatesh Action”), asserts ten causes of action: (1) violation of Section 10(b) of the Securities Exchange Act and Rule 10b-5 against the Mondee Defendants; (2) violation of 8 Del. C. § 158 against Mondee and CST; (3) violation of 8 Del. C. §§ 8-401 and 8-407 against Mondee and CST; (4) breach of fiduciary duty against the Mondee Defendants; (5) negligence against Mondee and CST; (6) conversion against Mondee and CST; (7) civil conspiracy against all Defendants; (8) breach of contract against Mondee; (9) breach of the implied covenant of good faith and fair dealing against Mondee; and (10) injunction against the Company and CST. The claims asserted in the Venkatesh Action all relate to Plaintiff’s allegations that the Company improperly placed and maintained certain restrictive legends on his shares of common stock in the Company purportedly in violation of the terms of a Registration Rights Agreement, to which Plaintiff and the Company are parties. The relief sought in the complaint includes a permanent injunction requiring the removal of the restrictive legends, compensatory damages for losses allegedly sustained by Venkatesh as a result of defendants’ conduct, punitive damages, and costs and expenses incurred in connection with the Venkatesh Action. On February 12, 2024, the Mondee Defendants filed a motion to dismiss the complaint for lack of subject matter jurisdiction and failure to state a claim. In addition, Gundumogula moved to dismiss the complaint for lack of personal jurisdiction. Also on February 12, 2024, CST filed a motion to dismiss the complaint. Plaintiff filed a memorandum of law in opposition to Mondee Defendants’ and CST’s motions to dismiss on April 11, 2024. In his opposition, Plaintiff withdrew his claims for violation of 6 Del. C. § 8-401 (Count III) and breach of the implied covenant of good faith and fair dealing (Count IX) as against all defendants, his claim for civil conspiracy as against Gundumogula (Count VII), and breach of fiduciary duty as against Mondee (Count IV). Additionally, Plaintiff clarified that his claim for injunction (Count X) is not a cause of action, but rather a request for injunctive relief as a remedy if successful on his other claims. The pretrial conference, which was originally scheduled for February 9, 2024, has been adjourned pending resolution of the pending motions to dismiss. The Company intends to vigorously defend the claims asserted in the Venkatesh Action. At present, the Company is unable to reasonably estimate a possible range of loss, if any, associated with these claims. On October 13, 2021, Mondee received a summons from Global Collect Services B.V. to appear in the District Court of Amsterdam with respect to a claim of $0.5 million for past dues and outstanding invoices, fees, plus interest and costs of collection. The Company is in current discussions to settle this lawsuit and at this time the Company cannot reasonably estimate the possible loss. Letters of Credit The Company had $8.4 million and $7.9 million secured letters of credit outstanding as of March 31, 2024 and December 31, 2023, respectively. These primarily relate to securing the payment for the potential purchase of airline tickets in the ordinary course of business and are collateralized by term deposits, for which the contractual obligation is less than a year. Commercial Commitments The Company has commercial commitments arising in the normal course of business of the industry in which it operates. Under the terms of such contracts, the Company receives cash in advance for production goals over a period of several years. In the event of under-performance or termination of the applicable contract, the Company may be obligated to repay amounts still to be earned. At March 31, 2024, the Company had under-performed the required goals of one such contract, where the unearned balance was $8.7 million and is recognized as part of our current and non-current Deferred Revenue balance on the condensed consolidated balance sheets. The Company and counter-party both intend to continue the terms of the contracts.

v3.24.1.1.u2

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS A summary of balances due to and from related parties, and transactions with related parties are as follows (in thousands): Balances at Period End March 31, 2024 December 31, 2023 Amounts payable to related party (1) $ 42  $ 42  Amounts receivable from related party (2) 42  43  Loan receivable from related party (3) 101  83  Note payable to related party (4) 202  201  Rent payable to related parties and an affiliate associated with these related parties and an employee(5) 1,320  1,284  Three Months Ended March 31, Transactions with Related Parties 2024 2023 Loan receivable from related party (3) $ 18  $ —  Note payable to related party (4) 1  —  Lease expense (5) 159  55  _________________________ (1) As of March 31, 2024 and December 31, 2023, Interep owes a travel credit of $0.04 million to Asi Ginio, a member of the Board of Directors. In connection with the Interep Acquisition, the Company has agreed to provide Mr. Ginio the travel credits in exchange for the general advisory services Mr. Ginio provided to the former owners of Interep. (2) Pursuant to a Universal Air Travel Plan (“UATP”) Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC (“Mondee Group”), in exchange for a service fee equal to 10.0% of the revenue derived from the sale of such airline tickets. Mondee Group is owned by the Company’s CEO, Prasad Gundumogula, and is not a wholly-owned subsidiary of the Company. Mondee Group led the fundraising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (3) In July 2023, the Company provided financing of $0.1 million to its Chief Financial Officer (“CFO”) as part of his relocation package. The promissory note bears an annual interest rate of 3.3% per annum and matures at the earlier of April 2026 or when the CFO's employment with the Company terminates. All outstanding principal, inclusive of any accrued and unpaid interest, is slated for settlement upon maturity of the note. The Company has the option to forgive the obligation in one-third increments which is contingent upon the absence of any breach of the CFO's obligations with the Company and his continued service. (4) The Company has a note payable to the CEO amounting to $0.2 million and $0.2 million as of March 31, 2024 and December 31, 2023, respectively. The loan is collateralized and carries an interest rate of 2.0% per annum. Principal and interest are due on demand. (5) The Company currently leases office space from Metaminds Software. The lease commencement date for this was April 1, 2022. The lease had an original lease term of 11 months, and has been renewed, and the monthly minimum base rent is immaterial. From August 2023, the Company started leasing office spaces from certain employees and entities associated with these employees. These leases were recognized on the Skypass Closing Date and have 3 year terms. The monthly minimum base rent is immaterial.

v3.24.1.1.u2

SEGMENT INFORMATION	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
SEGMENT INFORMATION	SEGMENT INFORMATION We have the following reportable segments: Travel Marketplace and SaaS Platform. These reportable segments offer different products and services and are managed separately because the nature of products and services, and methods used to distribute the services are different. Our primary segment measure is Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). Assets, liabilities, income tax expense and certain other expenses are reviewed on an entity-wide basis by the Chief Operating Decision Maker (“CODM”), and hence are not allocated to these reportable segments. Segment revenue is reported and reviewed by the CODM on a monthly basis. Our segment reconciliation below. Three Months Ended March 31, 2024 (in thousands) Travel Marketplace SaaS Platform Total Revenue $ 57,757  $ 264  $ 58,021  Adjusted EBITDA 6,122  (1,066) 5,056  Depreciation and amortization (5,563) Stock-based compensation and related payroll tax expense (5,307) Restructuring expense, net 289  Acquisition and integration related costs (618) Financing and refinancing related costs (625) Certain other expenses1 (180) Change in fair value of earn-out liabilities (1,239) Operating loss $ (8,187) Total other expense, net (10,626) Loss before income taxes (18,813) Provision for income taxes (645) Net loss $ (19,458) 1Includes expenses primarily related to professional service expenses for other non-core operating activities. Three Months Ended March 31, 2023 (in thousands) Travel Marketplace SaaS Platform Total Revenue $ 49,549  $ 380  $ 49,929  Adjusted EBITDA 4,101  (115) 3,986  Depreciation and amortization (3,386) Restructuring expense, net (1,529) Stock-based compensation and related payroll tax expense (2,561) Acquisition and integration related costs (279) Financing and refinancing related costs (406) Certain other expenses1 (472) Operating loss $ (4,647) Total other expense, net (7,569) Loss before income taxes (12,216) Three Months Ended March 31, 2023 (in thousands) Travel Marketplace SaaS Platform Total Provision for income taxes (699) Net loss $ (12,915) 1Includes expenses primarily related to transaction filing fees. Geographic Information Geographic stratification changed in the three months ended March 31, 2024 as a result of the impact of the 2023 acquisitions viewed in comparison to the whole company. Revenue by geographic area, based on the geographic location of the Company’s subsidiaries (in thousands). Three Months Ended March 31, 2024 2023 United States $ 27,719  $ 37,552  Brazil 26,044  9,105  Rest of Americas 4,230  3,272  Asia Pacific 28  —  $ 58,021  $ 49,929  Long-lived assets (excluding capitalized software) and operating lease assets by geographic area is as follows (in thousands): March 31, December 31, 2024 2023 United States $ 2,301  $ 2,432  India 870  979  Brazil 528  569  Rest of the world 480  148  $ 4,179  $ 4,128

v3.24.1.1.u2

NET LOSS PER SHARE	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
NET LOSS PER SHARE	NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2024 and 2023: $ in thousands, except per share Three Months Ended March 31, 2024 2023 Numerator: Net loss $ (19,458) $ (12,915) Cumulative dividends allocated to preferred stockholders (3,805) —  Net loss attributable to common stockholders, basic and diluted $ (23,263) $ (12,915) Denominator: Weighted average shares outstanding, basic and diluted 78,468,479  83,748,712  Basic and diluted net loss per share $ (0.30) $ (0.15) The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would be anti-dilutive: March 31, 2024 2023 Common stock warrants 1,677,000  1,507,500  Outstanding earn-out shares 8,933,333  7,600,000  Consolid earn-out shares 400,000  —  Skypass earn-out shares 1,800,000  —  Purplegrids earn-out shares 2,542,857  —  Restricted stock units 2,113,335  105,000  Potential common shares excluded from diluted net loss per share 17,466,525  9,212,500

v3.24.1.1.u2

INCOME TAXES	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES We have assessed our ability to realize our deferred tax assets and have recorded a valuation allowance against such assets to the extent that, based on the weight of all available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In assessing the likelihood of future realization of our deferred tax assets, we placed significant weight on our history of generating tax losses. As a result, we have recorded a valuation allowance against substantially all of our net deferred tax assets in the United States and certain other jurisdictions. We expect to maintain a valuation allowance in such jurisdictions for the foreseeable future. We determine our provision for income taxes for interim periods using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete items. The tax expense arising on account of tax amortization of indefinite-lived intangible assets and state minimum taxes is calculated based on the discrete approach. The Company recorded a $0.3 million liability for an income tax contingency related to the acquisition of Interep. At the date of acquisition, we recognized an indemnification asset at the same time and on the same basis as the recognized liability, to the extent that collection is reasonably assured, in accordance with ASC 805. The following table presents the calculation of effective income tax rate: Three Months Ended March 31, ($ in thousands) 2024 2023 Loss before income taxes $ (18,813) $ (12,216) Provision for income taxes 645  699  Effective income tax rate (3.43) % (5.72) % The effective tax rate differs from the U.S. statutory tax rate primarily due to the valuation allowances on the Company’s deferred tax assets as it is more likely than not that some or all of the Company’s deferred tax assets will not be realized.

v3.24.1.1.u2

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. In April 2024, the Company paid out $3.3 million and $1.0 million for Orinter and Interep earn-out considerations, respectively, as the operating metrics specified per the respective purchase agreements was achieved. On May 7, 2024, the Company executed a fourteenth amendment to the Term Loan (the “Fourteenth Amendment”). The Fourteenth Amendment provided an extension of the maturity on the Term Loan to June 30, 2025 while the Company works to finalize a long-term facility and specifies the timing of payments of refinancing fees associated with various lenders on the Term Loan.

v3.24.1.1.u2

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net loss	$ (19,458)	$ (12,915)

v3.24.1.1.u2

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”), including the instructions to Regulation S-X. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, previously filed with the SEC. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The functional currency of the Company’s subsidiaries is generally the respective local currency. For international operations, assets and liabilities are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at monthly average exchange rates applicable for the period. Translation gains and losses are included as a component of accumulated other comprehensive losses in the accompanying condensed consolidated balance sheets. Foreign currency transaction gains and losses are included in other expense, net in the accompanying condensed consolidated statements of operations.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our estimates on an ongoing basis. We base our estimates on our historical experience and also on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates.
Cash and cash equivalents	The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and various deposit accounts.
Restricted cash and short-term investments	The Company has restricted cash and short-term investments related to letters of credit intended to secure payments for the potential purchase of airline tickets in the ordinary course of business. We have placed short-term certificates of deposits and investments in money market funds with financial institutions as collateral under these arrangements and accordingly, these balances are presented as restricted cash and short-term investments
Accounts Receivable, Contract Assets, and Allowance for Doubtful Accounts	Accounts receivable from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. We make estimates of expected credit losses for our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history continually updated for new collections data, the credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect our ability to collect from customers. The provision for estimated credit losses is recorded in accounts receivable, net of allowance on our condensed consolidated balance sheets. Contract assets represent unbilled and accrued incentive revenues from airline companies and our GDS service providers based on the achievement of contractual targets defined at contract inception. The provision for estimated credit losses is recorded in contract assets, net of allowance on our condensed consolidated balance sheets.
Certain Risks and Concentrations	Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on GDS service providers and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Significant concentrations are those that represent more than 10% of the Company’s total revenue or total accounts receivable and contract assets. As of March 31, 2024, there was one financial institution with other receivable balances accounted for more than 10% of total accounts receivable and contract assets. As of December 31, 2023 three parties accounted for more than 10% of total accounts receivable and contract assets. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprises of amounts due from affiliates, airline companies, GDS service providers and financing
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-06, Disclosure Improvements: Codification Amendments In Response to the SEC’s Disclosure Update and Simplification Initiative, which amends U.S. GAAP to include 14 disclosure requirements that are currently required under SEC Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K. The adoption is not expected to have a material impact on the Company's consolidated financial statements as these requirements were previously incorporated under the SEC Regulations. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which amends disclosure requirements relating to segment reporting, primarily through enhanced disclosure about significant segment expenses and by requiring disclosure of segment information on an annual and interim basis. This standard is effective for annual consolidated financial statements for the year ending December 31, 2024 and for interim periods beginning in 2025. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate). This standard is effective for annual consolidated financial statements for years ending after December 31, 2024 for public entities. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Restrictions on Cash and Cash Equivalents	The following table provides a reconciliation of cash and cash equivalents and restricted cash to amounts reported within the consolidated balance sheets and to the total amounts presented in our condensed consolidated statements of cash flows (in thousands): March 31, 2024 December 31, 2023 Cash and cash equivalents $ 38,889  $ 27,994  Restricted cash presented in restricted cash and short-term investments 7,184  6,672  Total cash, cash equivalents and restricted cash $ 46,073  $ 34,666
Schedule of cash and cash equivalents	The following table provides a reconciliation of cash and cash equivalents and restricted cash to amounts reported within the consolidated balance sheets and to the total amounts presented in our condensed consolidated statements of cash flows (in thousands): March 31, 2024 December 31, 2023 Cash and cash equivalents $ 38,889  $ 27,994  Restricted cash presented in restricted cash and short-term investments 7,184  6,672  Total cash, cash equivalents and restricted cash $ 46,073  $ 34,666

v3.24.1.1.u2

FAIR VALUE MEASUREMENT (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of Fair Value Measured on Recurring Basis	The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis (in thousands): March 31, 2024 Level 1 Level 2 Level 3 Total Liabilities Foreign currency exchange derivatives(1) $ —  $ 31  $ —  $ 31  Private placement warrant liability(2) —  —  95  95  Orinter earn-out consideration(3) 3,333  —  4,010  7,343  Consolid earn-out consideration(4) —  —  1,000  1,000  Interep earn-out consideration(5) 1,000  —  1,470  2,470  Skypass earn-out consideration(6) —  —  147  147  Total liabilities $ 4,333  $ 31  $ 6,722  $ 11,086  December 31, 2023 Level 1   Level 2   Level 3   Total Liabilities Foreign currency exchange derivatives(1) $ —  $ 300  $ —  $ 300  Private placement warrant liability(2) —  —  137  137  Orinter earn-out consideration(3) —  —  6,540  6,540  Consolid earn-out consideration(4) —  —  780  780  Interep earn-out consideration(5) —  —  2,240  2,240  Skypass earn-out consideration(6) —  —  161  161  Total liabilities $ —  $ 300  $ 9,858  $ 10,158  ______________________________ (1) The Company uses foreign currency forwards contracts with maturities of up to 10 months to hedge a portion of anticipated exposures. The foreign currency exchange derivatives are recognized on the condensed consolidated balance sheet at fair value within accrued expenses and other current liabilities. (2) On February 1, 2021, with the closing of its initial public offering, ITHAX consummated the sale of 675,000 private placement units, including the exercise by the underwriters of their over-allotment option. As of March 31, 2024, the Company had 232,500 private placement warrants outstanding. (3) The Orinter earn-out consideration represents arrangements to pay the former owners of Orinter, which was acquired by the Company in 2023. The undiscounted maximum payment under the arrangement is $10 million. As of March 31, 2024, no payments have been made. The earn-out payable in Level 1 is included in Accrued expenses and other current liabilities; earn-out consideration in Level 3 is included in Earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets. (4) The Consolid earn-out consideration represents arrangements to pay the former owners of Consolid, which was acquired by the Company in 2023. The Company may be required to make earn-out payments up to an aggregate of $1 million and 400,000 shares of common stock contingent on Consolid meeting certain adjusted EBITDA targets. As of March 31, 2024, no payments have been made. (5) The Interep earn-out consideration represents arrangements to pay the former owners and key executives of Interep, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to $3 million contingent upon Interep reaching specified EBITDA targets by the end of fiscal year 2025. As of March 31, 2024, no payments have been made. The earn-out payable in Level 1 is included in Accrued expenses and other current liabilities; earn-out consideration in Level 3 is included in Earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets. (6) The Skypass earn-out consideration represents arrangements to pay the former owners of Skypass, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to an aggregate of 1,800,000 shares of common stock contingent on Skypass meeting certain adjusted EBITDA targets. In the event the EBITDA target is exceeded, the Company is required to pay on any excess of the EBITDA target, settled in shares. The number of shares payable will be calculated based on the market value of the Company’s Class A Common Stock at settlement date. As of March 31, 2024, no payments have been made.
Schedule of Changes in the Fair Value of Warrant Liabilities	The following tables summarizes the fair value adjustments for liabilities measured using significant unobservable inputs (Level 3) (in thousands): Earn-out consideration Three Months Ended March 31, 2024 2023 Balance, beginning of period $ 9,721  $ —  Additions of earn-out consideration with the acquisition of Orinter —  3,719  Change in the estimated fair value of earn-out consideration 1,239  171  Transfer to Level 1 earn-out payable (4,333) —  Balance, end of the period $ 6,627  $ 3,890  Private placement warrant liability Three Months Ended March 31, (in thousands) 2024 2023 Balance, beginning of period $ 137  $ 1,293  Change in the estimated fair value of warrants (42) 21  Balance, end of the period $ 95  $ 1,314
Schedule of significant inputs to the Monte Carlo Simulation for the fair value	The valuation model utilized the following assumptions for the valuation of the earn-out liabilities as of March 31, 2024: Orinter Interep Consolid Skypass Cost of equity 23.5  % 27.5  % 28.0  % 21.0  % EBITDA volatility 66.0  % 66.0  % 59.0  % 59.0  % Equity volatility 93.0  % 93.0  % 95.0  % 83.0  % Required metric risk premium 16.5  % 19.5  % 14.5  % 15.0  % Risk-neutral adjustment factor 0.83 - 0.96 0.80 - 0.96 0.97 - 0.99 0.77 - 0.97 The following table provides quantitative information regarding assumptions used in the Black-Scholes option-pricing model to determine the fair value of the private placement warrants as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Stock price $2.31 $2.76 Term (in years) 3.3 3.6 Expected volatility 75.0% 73.0% Risk-free rate 4.5% 4.0% Dividend yield —% —%

v3.24.1.1.u2

REVENUE (Tables)	3 Months Ended
	Mar. 31, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue	Three Months Ended March 31, (in thousands) 2024   2023 Travel Marketplace revenues $ 57,757  $ 49,549   Travel Transaction revenues 54,444  46,082    Air 28,412  36,760    Travel Package 15,966  6,592    Hotel 7,491  1,804   Other 2,575  926   Fintech Program revenues 3,313  3,467  SaaS Platform revenues 264  380  Subscription services revenue 264  380  Revenues, net $ 58,021  $ 49,929  The following table presents the Travel Marketplace segment by sales channel for the for the three months ended March 31, 2024 and March 31, 2023 (in thousands): Three Months Ended March 31, 2024 2023 Transactions through affiliates and with customers $ 57,579  $ 44,554  Transactions from travelers’ direct bookings 178  4,995  Travel Marketplace revenues $ 57,757  $ 49,549
Schedule of Contract Balances	The opening and closing balances of accounts receivable, contract assets and deferred revenue are as follows (in thousands): Accounts Receivable Contract  Asset Deferred Revenue Ending Balance as of December 31, 2023 $ 116,632  $ 13,228  $ 17,483  Increase/(decrease), net (13,043) 1,675  (914) Ending Balance as of March 31, 2024 $ 103,589  $ 14,903  $ 16,569

v3.24.1.1.u2

BUSINESS COMBINATIONS AND DIVESTITURES (Tables)	3 Months Ended
	Mar. 31, 2024
Business Combinations [Abstract]
Summary of fair values of assets acquired and liabilities assumed	The allocation of the purchase price to goodwill was completed as of December 31, 2023. The classes of assets and liabilities to which we have allocated the purchase price were as follows (in thousands): Assets acquired: Estimated Fair Value Cash $ 624  Accounts receivable 39,960  Prepaid expenses and other current assets 1,447  Property and equipment 336  Goodwill 14,524  Operating lease right-of-use-assets 172  Indemnification asset 2,651  Intangible assets 29,650  Fair value of assets acquired 89,364  Liabilities assumed: Accounts payable 31,243  Accrued expenses and other current liabilities 6,437  Operating lease liabilities 103  Indemnification liability 2,651  Deferred income tax 8,748  Fair value of liabilities assumed 49,182  Total purchase consideration $ 40,182  The allocation of the purchase price to goodwill was completed as of the quarter ended March 31, 2024. The classes of assets and liabilities to which we have allocated the purchase price were as follows (in thousands): Assets acquired: Estimated Fair Value Cash $ 2,925  Accounts receivable 21,989  Prepaid expenses and other current assets 683  Property and equipment 61  Operating lease right-of-use-assets 63 Other non-current assets 9 Goodwill 2,403  Intangible assets 7,570  Indemnification asset 1,844  Fair value of assets acquired 37,547  Liabilities assumed: Accounts payable 22,962  Accrued expenses and other current liabilities 1,112  Operating lease liabilities 63  Other long-term liabilities 14  Indemnification liability 1,844  Deferred tax liability 2,072  Fair value of liabilities assumed 28,067  Total purchase consideration $ 9,480  The allocation of the purchase price to goodwill was completed as of December 31, 2023. The classes of assets and liabilities to which we have allocated the purchase price were as follows (in thousands): Assets acquired: Estimated Fair Value Cash $ 4,050  Accounts receivable 3,569  Prepaid expenses and other current assets 1,236  Deferred income tax assets 690  Property and equipment 90  Goodwill 1,662  Operating lease right-of-use-assets 143  Intangible assets 1,174  Other non-current assets 41  Fair value of assets acquired 12,655  Liabilities assumed: Accounts payable 5,441  Accrued expenses and other current liabilities 1,534  Operating lease liability 143  Other long-term liabilities 311  Fair value of liabilities assumed 7,429  Total purchase consideration $ 5,226  The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Assets acquired: Estimated Fair Value Cash $ 1,746  Accounts receivable 2,797  Prepaid expenses and other current assets 25  Goodwill 4,009  Operating lease right-of-use-assets 1,006  Intangible assets 4,135  Fair value of assets acquired 13,718  Liabilities assumed: Accounts payable 668  Accrued expenses and other current liabilities 684  Operating lease liabilities 714  Deferred income tax 1,100  Fair value of liabilities assumed 3,166  Total purchase consideration $ 10,552
Summary of identifiable intangible assets and estimated useful lives	The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands): Useful life (years) Fair value Customer relationships 11 $ 22,000  Trade names 15 7,650  Total acquired intangibles $ 29,650
Summary of pro forma information	The following unaudited pro forma combined financial information presented the results of operations as if (i) the acquisitions of Orinter, Interep and Consolid and (ii) the divestiture of LBF US were consummated on January 1, 2023 (the beginning of the comparable prior reporting period), including certain pro forma adjustments that were directly attributable to the Orinter, Interep and Consolid acquisitions, including additional amortization adjustments for the fair value of the assets acquired. These unaudited pro forma results do not reflect any synergies from operating efficiencies post their acquisition dates. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. The unaudited pro forma financial information did not include the effect of the Skypass acquisition due to its insignificant impact to the Company's consolidated operation results. Three Months Ended March 31, (in thousands) 2024 2023 Revenues, net $ 58,021  $ 53,944  Net loss (19,458) (11,988)

v3.24.1.1.u2

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Change in Goodwill by reportable segments	The goodwill balances as of December 31, 2023 and March 31, 2024, and the changes in the three months ended March 31, 2024 were as follows: (in thousands) Travel Marketplace SaaS Platform Total Balance as of December 31, 2023 $ 80,635  $ 7,421  $ 88,056  Foreign Currency Translation Adjustments (534) —  (534) Balance as of March 31, 2024 $ 80,101  $ 7,421  $ 87,522
Finite-Lived Intangible Assets Amortization Expense	Definite-life intangible assets, net consisted of the following as of March 31, 2024: (in thousands)  Gross Carrying Amount  Accumulated Amortization  Net Carrying Amount Customer relationships $ 91,634  $ (38,401) $ 53,233  Trade name 20,793  (6,724) 14,069  Supplier relationships 5,767  (1,634) 4,133  Developed technology 18,403  (4,024) 14,379  Assembled workforce 501  (63) 438  $ 137,098  $ (50,846) $ 86,252  Definite-life intangible assets, net consisted of the following as of December 31, 2023: (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 93,139  $ (36,454) $ 56,685  Trade name 21,265  (6,408) 14,857  Supplier relationships 5,767  (1,538) 4,229  Developed technology 18,402  (3,276) 15,126  Assembled workforce 501  (22) 479  $ 139,074  $ (47,698) $ 91,376
Schedule of estimated future amortization expense	The estimated future amortization expense related to intangible assets with definite lives is as follows (in thousands): Fiscal years ending December 31, 2024 (remaining 9 months) $ 8,850  2025 11,625  2026 11,255  2027 11,110  2028 11,110  Thereafter 32,302  $ 86,252

v3.24.1.1.u2

DEBT (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of outstanding loan arrangements	The following table summarizes the Company's outstanding borrowing arrangements, excluding governmental loans (in thousands): As of March 31, As of December 31, 2024 2023 Term Loan $ 114,791  $ 114,708  Payment in kind interest on Term Loan 61,322  56,063  Orinter short-term loan 1,641  2,578  Total outstanding principal balance 177,754  173,349  Less: Unamortized debt issuance costs and discounts (11,560) (11,842) Total debt 166,194  161,507  Less: Current portion of long-term debt (11,645) (10,828) Long-term debt, net of current portion $ 154,549  $ 150,679

v3.24.1.1.u2

EQUITY (Tables)	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Common stock warrants outstanding to purchase shares of common stock	As of March 31, 2024 and December 31, 2023, the Company had the following common stock warrants outstanding: Warrants Exercise Price Issuance Date Expiration Private Placement 232,500  $ 11.50  7/18/2022 7/18/2027 Preferred Stock 1,275,000  $ 7.50  10/17/2023 9/29/2027 Preferred Stock 169,500  $ 7.50  12/14/2023 9/29/2027 Total 1,677,000

v3.24.1.1.u2

STOCK-BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Summary of Incentive Units and RSU activity	RSU activity during the three months ended March 31, 2024 was as follows: Number of RSUs Outstanding Weighted-Average Grant Date Fair Value Unvested - December 31, 2023 2,724,052 $ 5.91  Granted 134,205 4.40  Vested (724,422) 6.53  Forfeited or canceled (20,500) 6.59  Unvested – March 31, 2024 2,113,335 $ 5.60
Schedule of Allocation of Earn-Out Shares	As of March 31, 2024, the earn-out shares of the Company's Class A Common Stock (“earn-out shares”) were allocated as follows: Shareholder Type Grant Date Number of Shares Employee 7/18/2022 6,000,000  Investor 7/18/2022 500,000  Employee 9/7/2022 900,000  Non-employee 9/12/2022 200,000  Employee 4/20/2023 180,000  Forfeit add back 10/11/2023 (200,000) Employee 12/31/2023 1,353,333  Unallocated shares — 66,667  Total 9,000,000

v3.24.1.1.u2

RELATED PARTY TRANSACTIONS (Tables)	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Schedule of related party balances and transactions	A summary of balances due to and from related parties, and transactions with related parties are as follows (in thousands): Balances at Period End March 31, 2024 December 31, 2023 Amounts payable to related party (1) $ 42  $ 42  Amounts receivable from related party (2) 42  43  Loan receivable from related party (3) 101  83  Note payable to related party (4) 202  201  Rent payable to related parties and an affiliate associated with these related parties and an employee(5) 1,320  1,284  Three Months Ended March 31, Transactions with Related Parties 2024 2023 Loan receivable from related party (3) $ 18  $ —  Note payable to related party (4) 1  —  Lease expense (5) 159  55  _________________________ (1) As of March 31, 2024 and December 31, 2023, Interep owes a travel credit of $0.04 million to Asi Ginio, a member of the Board of Directors. In connection with the Interep Acquisition, the Company has agreed to provide Mr. Ginio the travel credits in exchange for the general advisory services Mr. Ginio provided to the former owners of Interep. (2) Pursuant to a Universal Air Travel Plan (“UATP”) Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC (“Mondee Group”), in exchange for a service fee equal to 10.0% of the revenue derived from the sale of such airline tickets. Mondee Group is owned by the Company’s CEO, Prasad Gundumogula, and is not a wholly-owned subsidiary of the Company. Mondee Group led the fundraising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (3) In July 2023, the Company provided financing of $0.1 million to its Chief Financial Officer (“CFO”) as part of his relocation package. The promissory note bears an annual interest rate of 3.3% per annum and matures at the earlier of April 2026 or when the CFO's employment with the Company terminates. All outstanding principal, inclusive of any accrued and unpaid interest, is slated for settlement upon maturity of the note. The Company has the option to forgive the obligation in one-third increments which is contingent upon the absence of any breach of the CFO's obligations with the Company and his continued service. (4) The Company has a note payable to the CEO amounting to $0.2 million and $0.2 million as of March 31, 2024 and December 31, 2023, respectively. The loan is collateralized and carries an interest rate of 2.0% per annum. Principal and interest are due on demand. (5) The Company currently leases office space from Metaminds Software. The lease commencement date for this was April 1, 2022. The lease had an original lease term of 11 months, and has been renewed, and the monthly minimum base rent is immaterial. From August 2023, the Company started leasing office spaces from certain employees and entities associated with these employees. These leases were recognized on the Skypass Closing Date and have 3 year terms. The monthly minimum base rent is immaterial.

v3.24.1.1.u2

SEGMENT INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Schedule of amounts detailed in segment reconciliation	Our segment reconciliation below. Three Months Ended March 31, 2024 (in thousands) Travel Marketplace SaaS Platform Total Revenue $ 57,757  $ 264  $ 58,021  Adjusted EBITDA 6,122  (1,066) 5,056  Depreciation and amortization (5,563) Stock-based compensation and related payroll tax expense (5,307) Restructuring expense, net 289  Acquisition and integration related costs (618) Financing and refinancing related costs (625) Certain other expenses1 (180) Change in fair value of earn-out liabilities (1,239) Operating loss $ (8,187) Total other expense, net (10,626) Loss before income taxes (18,813) Provision for income taxes (645) Net loss $ (19,458) 1Includes expenses primarily related to professional service expenses for other non-core operating activities. Three Months Ended March 31, 2023 (in thousands) Travel Marketplace SaaS Platform Total Revenue $ 49,549  $ 380  $ 49,929  Adjusted EBITDA 4,101  (115) 3,986  Depreciation and amortization (3,386) Restructuring expense, net (1,529) Stock-based compensation and related payroll tax expense (2,561) Acquisition and integration related costs (279) Financing and refinancing related costs (406) Certain other expenses1 (472) Operating loss $ (4,647) Total other expense, net (7,569) Loss before income taxes (12,216) Three Months Ended March 31, 2023 (in thousands) Travel Marketplace SaaS Platform Total Provision for income taxes (699) Net loss $ (12,915) 1Includes expenses primarily related to transaction filing fees.
Schedule of revenue by geographic area	Revenue by geographic area, based on the geographic location of the Company’s subsidiaries (in thousands). Three Months Ended March 31, 2024 2023 United States $ 27,719  $ 37,552  Brazil 26,044  9,105  Rest of Americas 4,230  3,272  Asia Pacific 28  —  $ 58,021  $ 49,929
Long-lived assets and operating lease assets by geographical areas	Long-lived assets (excluding capitalized software) and operating lease assets by geographic area is as follows (in thousands): March 31, December 31, 2024 2023 United States $ 2,301  $ 2,432  India 870  979  Brazil 528  569  Rest of the world 480  148  $ 4,179  $ 4,128

v3.24.1.1.u2

NET LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Schedule of Computation of Basic and Diluted Net Loss per Share	The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2024 and 2023: $ in thousands, except per share Three Months Ended March 31, 2024 2023 Numerator: Net loss $ (19,458) $ (12,915) Cumulative dividends allocated to preferred stockholders (3,805) —  Net loss attributable to common stockholders, basic and diluted $ (23,263) $ (12,915) Denominator: Weighted average shares outstanding, basic and diluted 78,468,479  83,748,712  Basic and diluted net loss per share $ (0.30) $ (0.15)
Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share	The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would be anti-dilutive: March 31, 2024 2023 Common stock warrants 1,677,000  1,507,500  Outstanding earn-out shares 8,933,333  7,600,000  Consolid earn-out shares 400,000  —  Skypass earn-out shares 1,800,000  —  Purplegrids earn-out shares 2,542,857  —  Restricted stock units 2,113,335  105,000  Potential common shares excluded from diluted net loss per share 17,466,525  9,212,500

v3.24.1.1.u2

INCOME TAXES (Tables)	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Schedule of effective income tax rate reconciliation	The following table presents the calculation of effective income tax rate: Three Months Ended March 31, ($ in thousands) 2024 2023 Loss before income taxes $ (18,813) $ (12,216) Provision for income taxes 645  699  Effective income tax rate (3.43) % (5.72) %

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Restricted cash and short-term investments	$ 8,500	$ 8,000
Gain for credit losses	400
Offset by the revision of estimates of expected credit losses on accounts receivables and contract assets	$ (1,400)
Customer Concentration Risk | Accounts Receivable And Contract Assets Benchmark | Financing Institutions
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk	10.00%
Customer Concentration Risk | Accounts Receivable And Contract Assets Benchmark | Three Parites
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk		10.00%

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of cash and cash equivalents (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Cash and cash equivalents	$ 38,889	$ 27,994
Restricted cash presented in restricted cash and short-term investments	7,184	6,672
Total cash, cash equivalents and restricted cash	$ 46,073	$ 34,666

v3.24.1.1.u2

FAIR VALUE MEASUREMENT - Financial assets and liabilities that were measured at fair value, on a recurring basis (Details) - USD ($) $ in Thousands			3 Months Ended
	Aug. 12, 2023	May 12, 2023	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Jan. 31, 2023	Dec. 31, 2022	Feb. 01, 2021
Liabilities, Fair Value Disclosure [Abstract]
Maximum foreign currency forwards maturity			10 months
Warrants outstanding (in shares)			1,677,000
Private Placement
Liabilities, Fair Value Disclosure [Abstract]
Warrants outstanding (in shares)			232,500
Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrants outstanding (in shares)								675,000
Orinter | Earn Out Liability
Liabilities, Fair Value Disclosure [Abstract]
Earn-out obligation						$ 10,000
Consolid
Liabilities, Fair Value Disclosure [Abstract]
Equity interest issued or issuable		$ 1,000
Number of shares receivable as merger consideration (in shares)		400,000
Interep
Liabilities, Fair Value Disclosure [Abstract]
Earn-out component aggregate		$ 3,000
Skypass
Liabilities, Fair Value Disclosure [Abstract]
Number of shares receivable as merger consideration (in shares)	1,800,000
Fair Value, Recurring
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency exchange derivatives			$ 31	$ 300
Total liabilities			11,086	10,158
Fair Value, Recurring | Private Placement
Liabilities, Fair Value Disclosure [Abstract]
Private placement warrant liability			95	137
Fair Value, Recurring | Orinter
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			7,343	6,540
Fair Value, Recurring | Consolid
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			1,000	780
Fair Value, Recurring | Interep
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			2,470	2,240
Fair Value, Recurring | Skypass
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			147	161
Fair Value, Recurring | Level 1
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency exchange derivatives			0	0
Total liabilities			4,333	0
Fair Value, Recurring | Level 1 | Private Placement
Liabilities, Fair Value Disclosure [Abstract]
Private placement warrant liability			0	0
Fair Value, Recurring | Level 1 | Orinter
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			3,333	0
Fair Value, Recurring | Level 1 | Consolid
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			0	0
Fair Value, Recurring | Level 1 | Interep
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			1,000	0
Fair Value, Recurring | Level 1 | Skypass
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			0	0
Fair Value, Recurring | Level 2
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency exchange derivatives			31	300
Total liabilities			31	300
Fair Value, Recurring | Level 2 | Private Placement
Liabilities, Fair Value Disclosure [Abstract]
Private placement warrant liability			0	0
Fair Value, Recurring | Level 2 | Orinter
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			0	0
Fair Value, Recurring | Level 2 | Consolid
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			0	0
Fair Value, Recurring | Level 2 | Interep
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			0	0
Fair Value, Recurring | Level 2 | Skypass
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			0	0
Fair Value, Recurring | Level 3
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency exchange derivatives			0	0
Total liabilities			6,722	9,858
Fair Value, Recurring | Level 3 | Earn Out Liability
Liabilities, Fair Value Disclosure [Abstract]
Earn-out obligation			6,627	9,721	$ 3,890		$ 0
Fair Value, Recurring | Level 3 | Private Placement
Liabilities, Fair Value Disclosure [Abstract]
Private placement warrant liability			95	137
Earn-out obligation			95	137	$ 1,314		$ 1,293
Fair Value, Recurring | Level 3 | Orinter
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			4,010	6,540
Fair Value, Recurring | Level 3 | Consolid
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			1,000	780
Fair Value, Recurring | Level 3 | Interep
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			1,470	2,240
Fair Value, Recurring | Level 3 | Skypass
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			$ 147	$ 161

v3.24.1.1.u2

FAIR VALUE MEASUREMENT - Additional information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Apr. 30, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency transaction gain		$ 200	$ 100
Subsequent Event | Orinter
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Payments for earn-out consideration	$ 3,300
Subsequent Event | Interep
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Payments for earn-out consideration	$ 1,000
Level 3 | Earn Out Liability | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in the estimated fair value of warrants		(1,239)	(171)
Private Placement | Level 3 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in the estimated fair value of warrants		42	$ (21)
Foreign Exchange Forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notional amount of foreign currency forward contract		$ 4,200		$ 9,600

v3.24.1.1.u2

FAIR VALUE MEASUREMENT - Fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (Details) - Fair Value, Recurring - Level 3 - Earn Out Liability - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance, beginning of period	$ 9,721	$ 0
Change in the estimated fair value of earn-out consideration	1,239	171
Transfer to Level 1 earn-out payable	(4,333)	0
Balance, end of the period	6,627	3,890
Orinter
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Additions of earn-out consideration with the acquisition	$ 0	$ 3,719

v3.24.1.1.u2

FAIR VALUE MEASUREMENT - Fair value measurement of earn-out consideration (Details) - Level 3	Mar. 31, 2024
Orinter | Cost of equity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.235
Orinter | EBITDA volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.660
Orinter | Equity volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.930
Orinter | Required metric risk premium
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.165
Orinter | Risk-neutral adjustment factor | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.83
Orinter | Risk-neutral adjustment factor | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.96
Interep | Cost of equity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.275
Interep | EBITDA volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.660
Interep | Equity volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.930
Interep | Required metric risk premium
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.195
Interep | Risk-neutral adjustment factor | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.80
Interep | Risk-neutral adjustment factor | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.96
Consolid | Cost of equity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.280
Consolid | EBITDA volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.590
Consolid | Equity volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.950
Consolid | Required metric risk premium
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.145
Consolid | Risk-neutral adjustment factor | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.97
Consolid | Risk-neutral adjustment factor | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.99
Skypass | Cost of equity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.210
Skypass | EBITDA volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.590
Skypass | Equity volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.830
Skypass | Required metric risk premium
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.150
Skypass | Risk-neutral adjustment factor | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.77
Skypass | Risk-neutral adjustment factor | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.97

v3.24.1.1.u2

FAIR VALUE MEASUREMENT - Private placement warrant liability (Details) - Private Placement - Level 3 - Fair Value, Recurring - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance, beginning of period	$ 137	$ 1,293
Change in the estimated fair value of warrants	(42)	21
Balance, end of the period	$ 95	$ 1,314

v3.24.1.1.u2

FAIR VALUE MEASUREMENT - Measurement inputs (Details) - Private Placement Warrants	Mar. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term (in years)	3 years 3 months 18 days	3 years 7 months 6 days
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock price (in USD per share)	$ 2.31	$ 2.76
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, measurement input	0.750	0.730
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, measurement input	0.045	0.040
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, measurement input	0	0

v3.24.1.1.u2

REVENUE - Additional information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Number of reportable segments | segment	2
Accounts receivable factoring fee expense	$ 1,800	$ 400
Revenue recognition is included in contract liability	$ 900
Accounts Receivable Factoring Fees | Credit Concentration Risk | Operating Expense
Disaggregation of Revenue [Line Items]
Concentration risk	(17.00%)	(5.00%)
Nonrelated Party
Disaggregation of Revenue [Line Items]
Accounts receivable	$ 103,589		$ 116,632
Affiliated Entity
Disaggregation of Revenue [Line Items]
Accounts receivable	33,000
Customers | Nonrelated Party
Disaggregation of Revenue [Line Items]
Accounts receivable	2,500
Financing Institutions | Nonrelated Party
Disaggregation of Revenue [Line Items]
Accounts receivable	$ 68,100

v3.24.1.1.u2

REVENUE - Disaggregation of revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Revenues, net	$ 58,021	$ 49,929
Travel Marketplace
Disaggregation of Revenue [Line Items]
Revenues, net	57,757	49,549
Travel Marketplace | Transactions through affiliates and with customers
Disaggregation of Revenue [Line Items]
Revenues, net	57,579	44,554
Travel Marketplace | Transactions from travelers’ direct bookings
Disaggregation of Revenue [Line Items]
Revenues, net	178	4,995
Travel Marketplace | Travel Transaction revenues
Disaggregation of Revenue [Line Items]
Revenues, net	54,444	46,082
Travel Marketplace | Air
Disaggregation of Revenue [Line Items]
Revenues, net	28,412	36,760
Travel Marketplace | Travel Package
Disaggregation of Revenue [Line Items]
Revenues, net	15,966	6,592
Travel Marketplace | Hotel
Disaggregation of Revenue [Line Items]
Revenues, net	7,491	1,804
Travel Marketplace | Other
Disaggregation of Revenue [Line Items]
Revenues, net	2,575	926
Travel Marketplace | Fintech Program revenues
Disaggregation of Revenue [Line Items]
Revenues, net	3,313	3,467
SaaS Platform
Disaggregation of Revenue [Line Items]
Revenues, net	264	380
SaaS Platform | Subscription services revenue
Disaggregation of Revenue [Line Items]
Revenues, net	$ 264	$ 380

v3.24.1.1.u2

REVENUE - Contract balances (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward]
Accounts receivable, beginning balance	$ 116,632
Accounts receivable, increase/(decrease), net	(13,043)
Accounts receivable, ending balance	103,589
Contract asset, beginning balance	13,228
Contract Asset, Increase/(decrease), net	1,675
Contract asset, ending balance	14,903
Deferred revenue, beginning balance	17,483
Deferred Revenue, Increase/(decrease), net	(914)
Deferred revenue, ending balance	$ 16,569

v3.24.1.1.u2

BUSINESS COMBINATIONS AND DIVESTITURES- Additional information (Details) - USD ($) $ in Thousands						1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 26, 2024	Nov. 13, 2023	Aug. 12, 2023	May 12, 2023	Jan. 31, 2023	Jul. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Business Acquisition [Line Items]
Fair value					$ 29,650
Clawback amount				$ 600
Goodwill							$ 87,522		$ 88,056
Transaction service expense							905	$ (322)
Cash paid for LBF US divestiture and transition service expense							579	$ 0
Accrued expenses and other current liabilities							29,602		25,115
Purplegrids
Business Acquisition [Line Items]
Asset acquisition purchase consideration		$ 8,700
Asset acquisition, equity portion		5,500
Equity interest issued (in shares)	1,899,999
Deferred tax liabilities assumed		3,100
Disposal Group, Disposed of by Sale, Not Discontinued Operations | LBF Travel Inc
Business Acquisition [Line Items]
Support obligation						$ 500
Consideration for divesture						$ 1,300
Transaction service expense							200
Cash paid for LBF US divestiture and transition service expense							600
Gain (loss) on disposition of business									$ 1,300
Accrued expenses and other current liabilities							$ 2,100
Disposal Group, Disposed of by Sale, Not Discontinued Operations | LBF Travel Inc | Common Class A
Business Acquisition [Line Items]
Common stock repurchased (in shares)						200,000
Treasury Stock, Value, Acquired, Cost Method						$ 1,800
Earn Out Liability | Purplegrids
Business Acquisition [Line Items]
Earn-out obligation		3,200
Customer relationships
Business Acquisition [Line Items]
Fair value					$ 22,000
Useful life (years)					11 years
Trade names
Business Acquisition [Line Items]
Fair value					$ 7,650
Useful life (years)					15 years
Developed technology | Purplegrids
Business Acquisition [Line Items]
Fair value		$ 10,900
Useful life (years)		7 years
Assembled workforce | Purplegrids
Business Acquisition [Line Items]
Fair value		$ 500
Useful life (years)		3 years
Orinter
Business Acquisition [Line Items]
Total purchase consideration					$ 40,182
Indemnification liability					2,651
Goodwill					14,524
Deferred income tax					8,748
Orinter | Earn Out Liability
Business Acquisition [Line Items]
Earn-out obligation					$ 10,000
Interep
Business Acquisition [Line Items]
Total purchase consideration				9,480
Indemnification liability				1,844
Consideration transferred				9,500
Goodwill				2,403
Deferred income tax				2,072
Interep | Customer relationships
Business Acquisition [Line Items]
Fair value				$ 5,200
Useful life (years)				7 years 6 months
Interep | Trade names
Business Acquisition [Line Items]
Fair value				$ 2,300
Useful life (years)				15 years
Consolid
Business Acquisition [Line Items]
Total purchase consideration				$ 5,226
Consideration transferred				$ 5,200
Number of shares receivable as merger consideration (in shares)				400,000
Consolid | Customer relationships
Business Acquisition [Line Items]
Fair value				$ 700
Useful life (years)				8 years 6 months
Goodwill				$ 1,662
Consolid | Trade names
Business Acquisition [Line Items]
Fair value				$ 500
Useful life (years)				15 years
Skypass
Business Acquisition [Line Items]
Total purchase consideration			$ 10,552
Consideration transferred			$ 10,600
Number of shares receivable as merger consideration (in shares)			1,800,000
Skypass | Customer relationships
Business Acquisition [Line Items]
Fair value			$ 3,400
Useful life (years)			8 years 4 months 24 days
Goodwill			$ 4,009
Skypass | Trade names
Business Acquisition [Line Items]
Fair value			$ 800
Useful life (years)			15 years

v3.24.1.1.u2

BUSINESS COMBINATIONS AND DIVESTITURES - Fair values of assets acquired and liabilities assumed as of the date of acquisition (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Aug. 12, 2023	May 12, 2023	Jan. 31, 2023
Business Acquisition [Line Items]
Goodwill	$ 87,522	$ 88,056
Orinter
Business Acquisition [Line Items]
Cash					$ 624
Accounts receivable					39,960
Prepaid expenses and other current assets					1,447
Property and equipment					336
Goodwill					14,524
Operating lease right-of-use-assets					172
Indemnification asset					2,651
Intangible assets					29,650
Fair value of assets acquired					89,364
Accounts payable					31,243
Accrued expenses and other current liabilities					6,437
Operating lease liabilities					103
Indemnification liability					2,651
Deferred income tax					8,748
Fair value of liabilities assumed					49,182
Total purchase consideration					$ 40,182
Interep
Business Acquisition [Line Items]
Cash				$ 2,925
Accounts receivable				21,989
Prepaid expenses and other current assets				683
Property and equipment				61
Goodwill				2,403
Operating lease right-of-use-assets				63
Indemnification asset				1,844
Intangible assets				7,570
Other non-current assets				9
Fair value of assets acquired				37,547
Accounts payable				22,962
Accrued expenses and other current liabilities				1,112
Operating lease liabilities				63
Other long-term liabilities				14
Indemnification liability				1,844
Deferred income tax				2,072
Fair value of liabilities assumed				28,067
Total purchase consideration				9,480
Consolid
Business Acquisition [Line Items]
Cash				4,050
Accounts receivable				3,569
Prepaid expenses and other current assets				1,236
Property and equipment				90
Operating lease right-of-use-assets				143
Intangible assets				1,174
Other non-current assets				41
Deferred income tax assets				690
Fair value of assets acquired				12,655
Accounts payable				5,441
Accrued expenses and other current liabilities				1,534
Operating lease liabilities				143
Other long-term liabilities				311
Fair value of liabilities assumed				7,429
Total purchase consideration				5,226
Consolid | Customer relationships
Business Acquisition [Line Items]
Goodwill				$ 1,662
Skypass
Business Acquisition [Line Items]
Cash			$ 1,746
Accounts receivable			2,797
Prepaid expenses and other current assets			25
Operating lease right-of-use-assets			1,006
Intangible assets			4,135
Fair value of assets acquired			13,718
Accounts payable			668
Accrued expenses and other current liabilities			684
Operating lease liabilities			714
Deferred income tax			1,100
Fair value of liabilities assumed			3,166
Total purchase consideration			10,552
Skypass | Customer relationships
Business Acquisition [Line Items]
Goodwill			$ 4,009

v3.24.1.1.u2

BUSINESS COMBINATIONS AND DIVESTITURES - Acquisition date fair value of purchase consideration (Details) - USD ($) $ in Thousands	Aug. 12, 2023	May 12, 2023	Jan. 31, 2023
Orinter | Earn Out Liability
Business Acquisition [Line Items]
Earn-out obligation			$ 10,000
Interep
Business Acquisition [Line Items]
Consideration transferred		$ 9,500
Consolid
Business Acquisition [Line Items]
Consideration transferred		$ 5,200
Number of shares receivable as merger consideration (in shares)		400,000
Skypass
Business Acquisition [Line Items]
Consideration transferred	$ 10,600
Number of shares receivable as merger consideration (in shares)	1,800,000

v3.24.1.1.u2

BUSINESS COMBINATIONS AND DIVESTITURES - Fair value of identifiable intangible assets and their estimated useful lives (Details) $ in Thousands	Jan. 31, 2023 USD ($)
Business Acquisition [Line Items]
Fair value	$ 29,650
Customer relationships
Business Acquisition [Line Items]
Useful life (years)	11 years
Fair value	$ 22,000
Trade names
Business Acquisition [Line Items]
Useful life (years)	15 years
Fair value	$ 7,650

v3.24.1.1.u2

BUSINESS COMBINATIONS AND DIVESTITURES - Pro forma revenue (Details) - Orinter, Interep, Consolid Acquisitions and LBF US Divesture - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Business Acquisition [Line Items]
Revenues, net	$ 58,021	$ 53,944
Net loss	$ (19,458)	$ (11,988)

v3.24.1.1.u2

GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of goodwill by segment (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Goodwill [Roll Forward]
Balance as of December 31, 2023	$ 88,056
Foreign Currency Translation Adjustments	(534)
Balance as of March 31, 2024	87,522
Travel Marketplace
Goodwill [Roll Forward]
Balance as of December 31, 2023	80,635
Foreign Currency Translation Adjustments	(534)
Balance as of March 31, 2024	80,101
SaaS Platform
Goodwill [Roll Forward]
Balance as of December 31, 2023	7,421
Foreign Currency Translation Adjustments	0
Balance as of March 31, 2024	$ 7,421

v3.24.1.1.u2

GOODWILL AND INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Acquired Indefinite-Lived Intangible Assets [Line Items]
Amortization expense for intangible assets	$ 3,100	$ 2,000
Gross Carrying Amount	137,098		$ 139,074
Accumulated Amortization	(50,846)		(47,698)
Intangible assets with definitive lives, net	86,252		91,376
Trade names
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets with indefinite lives	10,700		10,700
Gross Carrying Amount	20,793		21,265
Accumulated Amortization	(6,724)		(6,408)
Intangible assets with definitive lives, net	14,069		14,857
Developed technology
Acquired Indefinite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	18,403		18,402
Accumulated Amortization	(4,024)		(3,276)
Intangible assets with definitive lives, net	14,379		15,126
Assembled workforce
Acquired Indefinite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	501		501
Accumulated Amortization	(63)		(22)
Intangible assets with definitive lives, net	$ 438		$ 479

v3.24.1.1.u2

GOODWILL AND INTANGIBLE ASSETS, NET- Definite life intangible assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 137,098	$ 139,074
Accumulated Amortization	(50,846)	(47,698)
Net Carrying Amount	86,252	91,376
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	91,634	93,139
Accumulated Amortization	(38,401)	(36,454)
Net Carrying Amount	53,233	56,685
Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	20,793	21,265
Accumulated Amortization	(6,724)	(6,408)
Net Carrying Amount	14,069	14,857
Supplier relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,767	5,767
Accumulated Amortization	(1,634)	(1,538)
Net Carrying Amount	4,133	4,229
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	18,403	18,402
Accumulated Amortization	(4,024)	(3,276)
Net Carrying Amount	14,379	15,126
Assembled workforce
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	501	501
Accumulated Amortization	(63)	(22)
Net Carrying Amount	$ 438	$ 479

v3.24.1.1.u2

GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of finite lived intangible assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year	$ 8,850
Finite-Lived Intangible Asset, Expected Amortization, Year One	11,625
Finite-Lived Intangible Asset, Expected Amortization, Year Two	11,255
Finite-Lived Intangible Asset, Expected Amortization, Year Three	11,110
Finite-Lived Intangible Asset, Expected Amortization, Year Four	11,110
Finite Lived Intangible Asset, Expected Amortization, After Year Four	32,302
Net Carrying Amount	$ 86,252	$ 91,376

v3.24.1.1.u2

DEBT - Narrative (Details) € in Millions				3 Months Ended		12 Months Ended
	Jan. 17, 2024 USD ($)	Jan. 11, 2023 USD ($)	Dec. 23, 2019 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Mar. 11, 2024 USD ($)	Dec. 31, 2023 EUR (€)
Debt Instrument [Line Items]
Proceeds from long term debt				$ 0	$ 15,000,000
Debt				166,194,000		$ 161,507,000
Unpaid loan origination fee for long term debt	$ 1,500,000			1,500,000	$ 0
Purplegrids
Debt Instrument [Line Items]
Percentage interest acquired	100.00%
Term Loan | Level 3
Debt Instrument [Line Items]
Estimated fair value of TCW credit agreement				159,100,000		149,000,000
Wingspire Capital, Term Loan | Wingspire Capital LLC
Debt Instrument [Line Items]
Proceeds from long term debt		$ 15,000,000
Wingspire Capital, Term Loan | Level 3
Debt Instrument [Line Items]
Estimated fair value of TCW credit agreement				$ 14,300,000		13,900,000
Wingspire Capital, Term Loan A
Debt Instrument [Line Items]
Effective interest rate				17.00%	16.00%
Wingspire Capital, Term Loan A | Wingspire Capital LLC
Debt Instrument [Line Items]
Debt		30,000,000
Wingspire Capital, Term Loan A | Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Term Loan A increase limit		20,000,000
EBITDA threshold minimum		25,000,000
Minimum draw threshold		5,000,000
Term Loan | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Margin rate				8.50%
Term Loan | Line of Credit
Debt Instrument [Line Items]
Minimum aggregate principal amount			$ 150,000,000
Debt fees							$ 400,000
Term Loan | Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Minimum aggregate principal amount			$ 15,000,000
Commitment fee (in percent)			1.00%
Amount drawn				$ 0		$ 0
Term Loan | Revolving Credit Facility | Line of Credit | Wingspire Capital LLC
Debt Instrument [Line Items]
Minimum aggregate principal amount		$ 15,000,000
Orinter Short-term Loan
Debt Instrument [Line Items]
Fixed interest rate (in percent)						6.7489%		6.7489%
Amount of loan | €								€ 2.2
Orinter
Debt Instrument [Line Items]
Effective interest rate				23.00%		23.00%		23.00%

v3.24.1.1.u2

DEBT - Outstanding borrowing arrangements, excluding PPP and other governmental loans (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total outstanding principal balance	$ 177,754	$ 173,349
Less: Unamortized debt issuance costs and discounts	(11,560)	(11,842)
Total debt	166,194	161,507
Less: Current portion of long-term debt	(11,645)	(10,828)
Long-term debt, excluding current portion	154,549	150,679
Term Loan
Debt Instrument [Line Items]
Total outstanding principal balance	114,791	114,708
Payment in kind interest on Term Loan
Debt Instrument [Line Items]
Total outstanding principal balance	61,322	56,063
Orinter short-term loan
Debt Instrument [Line Items]
Total outstanding principal balance	$ 1,641	$ 2,578

v3.24.1.1.u2

EQUITY - Additional information (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Class of Stock [Line Items]
Authorized amount			$ 40.0
Increase in authorized amount	$ 30.0
Restricted stock units
Class of Stock [Line Items]
Restricted stock units vested (in shares)	724,422
Shares vested and unsettled (in shares)			53,071
Restricted stock units | 2022 Equity Incentive Plan
Class of Stock [Line Items]
Restricted stock units vested (in shares)		674,818
Common Class A
Class of Stock [Line Items]
Common stock shares authorized (in shares)	500,000,000		500,000,000
Common stock shares issued (in shares)	85,197,929		83,252,040
Total shares outstanding prior to and immediately after Business Combination (in shares)	85,197,929		83,252,040

v3.24.1.1.u2

EQUITY - Schedule of warrants (Details)	Mar. 31, 2024 $ / shares shares
Class of Stock [Line Items]
Warrants outstanding (in shares)	1,677,000
Private Placement
Class of Stock [Line Items]
Warrants outstanding (in shares)	232,500
Exercise price of warrants (in dollars per share) | $ / shares	$ 11.50
Series A Preferred Stock Issued 10/17/23
Class of Stock [Line Items]
Warrants outstanding (in shares)	1,275,000
Exercise price of warrants (in dollars per share) | $ / shares	$ 7.50
Series A Preferred Stock Issued 12/14/23
Class of Stock [Line Items]
Warrants outstanding (in shares)	169,500
Exercise price of warrants (in dollars per share) | $ / shares	$ 7.50

v3.24.1.1.u2

STOCK-BASED COMPENSATION - Additional information (Details) - USD ($) $ in Thousands				3 Months Ended
	Dec. 31, 2023	Oct. 22, 2023	Apr. 20, 2023	Mar. 31, 2024	Mar. 31, 2023	Jul. 18, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation				$ 5,307	$ 2,561
Unrecognized earn-out compensation expense				$ 600
Shares entitled to earn-out shareholders for Business Combination (in shares)				9,000,000
Personnel expenses
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation				$ 5,246	2,156
Employee and Nonemployee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)	1,533,333		1,533,333
No Individual Identified
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)		(200,000)		66,667
Restricted stock units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation				$ 4,100	200
Unvested stock units (in shares)	2,724,052			2,113,335
Total unrecognized stock-based compensation expense				$ 11,800
Period of recognition for unrecognized stock-based compensation expense (in years)				1 year 9 months 18 days
Class D Management Incentive Units | Personnel expenses
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation				$ 1,200	2,100
Class D Management Incentive Units | General and Administrative Expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation					$ 300
2022 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorizes for issuance (in shares)						9,615,971

v3.24.1.1.u2

STOCK-BASED COMPENSATION - Incentive units and RSU activity (Details) - Restricted stock units	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Number of RSUs Outstanding
Unvested at the beginning of the period (in shares) | shares	2,724,052
Granted (in shares) | shares	134,205
Vested (in shares) | shares	(724,422)
Forfeited or canceled (in shares) | shares	(20,500)
Unvested at the end of the period (in shares) | shares	2,113,335
Weighted-Average Grant Date Fair Value
Unvested at the beginning of the period (dollars per share) | $ / shares	$ 5.91
Granted (dollars per share) | $ / shares	4.40
Vested (dollars per share) | $ / shares	6.53
Forfeited or canceled (dollars per share) | $ / shares	6.59
Unvested at the end of the period (dollars per share) | $ / shares	$ 5.60

v3.24.1.1.u2

STOCK-BASED COMPENSATION - Schedule of allocation of earnout shares (Details) - shares							3 Months Ended
	Dec. 31, 2023	Oct. 22, 2023	Apr. 20, 2023	Sep. 12, 2022	Sep. 07, 2022	Jul. 18, 2022	Mar. 31, 2024
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)							9,000,000
Employee
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)	1,353,333		180,000		900,000	6,000,000
Investor
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)						500,000
Non-employee
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)				200,000
No Individual Identified
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)		(200,000)					66,667

v3.24.1.1.u2

COMMITMENTS AND CONTINGENCIES - Additional information (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Oct. 13, 2022
Line of Credit Facility [Line Items]
Deferred revenue	$ 16,569	$ 17,483
Commercial Commitments
Line of Credit Facility [Line Items]
Deferred revenue	8,700
Global Collect Services B.V.
Line of Credit Facility [Line Items]
Collection claim			$ 500
Letter of Credit
Line of Credit Facility [Line Items]
Secured letters of credit outstanding	$ 8,400	$ 7,900

v3.24.1.1.u2

RELATED PARTY TRANSACTIONS - Summary (Details) $ in Thousands		1 Months Ended	3 Months Ended		12 Months Ended
	May 11, 2021	Jul. 31, 2023 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Related Party Transaction [Line Items]
Note payable to related party			$ 202		$ 201
Interest income			169	$ 347
Related Party
Related Party Transaction [Line Items]
Amount payable to related party			42		42
Amount receivable from related party			42		43
Loan receivable from related party			101		83
Rent payable to related parties and an affiliate associated with these related parties and an employee			1,320		1,284
Mondee Group Loan
Related Party Transaction [Line Items]
Interest income			1	0
Mondee Group LLC
Related Party Transaction [Line Items]
Service fees			18	0
Percentage of service fee	10.00%
Metaminds Software
Related Party Transaction [Line Items]
Lease expense			$ 159	$ 55
Lease term			11 months
Director | Interep
Related Party Transaction [Line Items]
Other consideration - travel credit			$ 40		$ 40
Chief Financial Officer | July 2023 Promissory Note
Related Party Transaction [Line Items]
Loan receivable from related party		$ 100
Interest rate		3.30%
Option to forgive, increments		0.33
Chief Executive Officer
Related Party Transaction [Line Items]
Interest rate			2.00%

v3.24.1.1.u2

SEGMENT INFORMATION - Amounts detailed in segment reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	$ 58,021	$ 49,929
Adjusted EBITDA	5,056	3,986
Depreciation and amortization	(5,563)	(3,386)
Stock-based compensation and related payroll tax expense	(5,307)	(2,561)
Restructuring expense, net	289	(1,529)
Acquisition and integration related costs	(618)	(279)
Financing and refinancing related costs	(625)	(406)
Certain other expenses	(180)	(472)
Change in fair value of earn-out liabilities	(1,239)
Loss from operations	(8,187)	(4,647)
Total other expense, net	(10,626)	(7,569)
Loss before income taxes	(18,813)	(12,216)
Provision for income taxes	(645)	(699)
Net loss	(19,458)	(12,915)
Travel Marketplace
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	57,757	49,549
Operating Segments | Travel Marketplace
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	57,757	49,549
Adjusted EBITDA	6,122	4,101
Operating Segments | SaaS Platform
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	264	380
Adjusted EBITDA	$ (1,066)	$ (115)

v3.24.1.1.u2

SEGMENT INFORMATION - Long-lived assets and operating lease assets by geographic areas (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	$ 58,021	$ 49,929
Long-lived assets	4,179		$ 4,128
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	27,719	37,552
Long-lived assets	2,301		2,432
Brazil
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	26,044	9,105
Long-lived assets	528		569
Rest of Americas
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	4,230	3,272
Asia Pacific
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	28	$ 0
India
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	870		979
Rest of the world
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 480		$ 148

v3.24.1.1.u2

NET LOSS PER SHARE - Schedule of computation of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net loss	$ (19,458)	$ (12,915)
Cumulative dividends allocated to preferred stockholders	(3,805)	0
Net loss attributable to common stockholders, diluted	(23,263)	(12,915)
Net loss attributable to common stockholders	$ (23,263)	$ (12,915)
Denominator:
Weighted average shares outstanding, basic (in shares)	78,468,479	83,748,712
Weighted average shares outstanding, diluted (in shares)	78,468,479	83,748,712
Basic net loss per share (in dollars per share)	$ (0.30)	$ (0.15)
Diluted net loss per share (in dollars per share)	$ (0.30)	$ (0.15)

v3.24.1.1.u2

NET LOSS PER SHARE - Schedule of Antidilutive securities excluded from computation of earnings per share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	17,466,525	9,212,500
Common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	1,677,000	1,507,500
Outstanding earn-out shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	8,933,333	7,600,000
Consolid earn-out shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	400,000	0
Skypass earn-out shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	1,800,000	0
Purplegrids earn-out shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	2,542,857	0
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	2,113,335	105,000

v3.24.1.1.u2

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Contingency [Line Items]
Loss before income taxes	$ (18,813)	$ (12,216)
Provision for income taxes	$ 645	$ 699
Effective income tax rate	(3.43%)	(5.72%)
Interep
Income Tax Contingency [Line Items]
Liability for tax contingency	$ 300

v3.24.1.1.u2

SUBSEQUENT EVENTS (Details) - Subsequent Event $ in Millions	1 Months Ended
	Apr. 30, 2024 USD ($)
Orinter
Subsequent Event [Line Items]
Payments for earn-out consideration	$ 3.3
Interep
Subsequent Event [Line Items]
Payments for earn-out consideration	$ 1.0

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