SEC Comment Letter 0000000000-22-012622 to Mondee Holdings, Inc. (MOND) (CIK 0001828852)
Mondee Holdings, Inc. (MOND) (CIK 0001828852)
Date: Nov. 21, 2022 · CIK: 0001828852 · Accession: 0000000000-22-012622
AI Filing Summary & Sentiment
File numbers found in text: 333-268198
Letter
United States securities and exchange commission logo November 21, 2022 Prasad Gundumogula Chief Executive Officer Mondee Holdings, Inc. 10800 Pecan Park Blvd., Suite 315 Austin, Texas 78750 Re:Mondee Holdings, Inc. Registration Statement on Form S-1 Filed November 7, 2022 File No. 333-268198 Dear Prasad Gundumogula: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 General 1.With respect to a portion of the securities being registered on this registration statement, we note that you are registering the primary issuance of your common stock upon the exercise of outstanding, privately placed warrants. Please provide your analysis as to why you believe you are eligible to register the primary issuance of the underlying common stock to private placement purchasers as these shares appear to have been offered privately. Alternatively, please revise to clarify, if true, that any "primary issuance" of your common stock would be exclusively to third parties which did not purchase the privately placed warrants from you in the private placement that closed on September 29, 2022. For guidance, refer to Securities Act Sections Compliance and Disclosure Interpretations 134.02.
FirstName LastNamePrasad Gundumogula Comapany NameMondee Holdings, Inc. November 21, 2022 Page 2 FirstName LastName Prasad Gundumogula Mondee Holdings, Inc. November 21, 2022 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Timothy S. Levenberg, Special Counsel, at (202) 551-3707 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Michael Lee, Esq. of Reed Smith LLP
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United States securities and exchange commission logo
November 21, 2022
Prasad Gundumogula
Chief Executive Officer
Mondee Holdings, Inc.
10800 Pecan Park Blvd., Suite 315
Austin, Texas 78750
Re:Mondee Holdings, Inc.
Registration Statement on Form S-1
Filed November 7, 2022
File No. 333-268198
Dear Prasad Gundumogula:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
General
1.With respect to a portion of the securities being registered on this registration statement,
we note that you are registering the primary issuance of your common stock upon the
exercise of outstanding, privately placed warrants. Please provide your analysis as to why
you believe you are eligible to register the primary issuance of the underlying common
stock to private placement purchasers as these shares appear to have been offered
privately. Alternatively, please revise to clarify, if true, that any "primary issuance" of
your common stock would be exclusively to third parties which did not purchase the
privately placed warrants from you in the private placement that closed on September 29,
2022. For guidance, refer to Securities Act Sections Compliance and Disclosure
Interpretations 134.02.
FirstName LastNamePrasad Gundumogula
Comapany NameMondee Holdings, Inc.
November 21, 2022 Page 2
FirstName LastName
Prasad Gundumogula
Mondee Holdings, Inc.
November 21, 2022
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Timothy S. Levenberg, Special Counsel, at (202) 551-3707 or
Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Michael Lee, Esq. of Reed Smith LLP