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Mondee Holdings, Inc.

10800 Pecan Park Blvd.

Suite 315

Austin, Texas 78750

VIA EDGAR

October 31, 2023

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549-0405

Attention:    Jenifer Gallagher, Staff Accountant

    Robert Babula, Staff Accountant

Re:    Mondee Holdings, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed April 11, 2023
File No. 001-39943

Dear Ms. Gallagher and Mr. Babula:

Set forth below is the response of Mondee Holdings, Inc. (the “Company,” “we,” “our” or “us”) to the comments made by the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated September 21, 2023 with respect to the Company’s Form 10-K for the Fiscal Year ended December 31, 2022 filed with the Commission on April 11, 2023 (the “Form 10-K”). The numbered paragraphs below correspond to the numbered comments in the Letter and the Staff’s comments are presented in bold italics.

Form 10-K for the Fiscal Year ended December 31, 2022

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Factors Affecting Our Performance

Use of Transaction Volumes, page 68

1.We note your disclosure regarding transaction volumes as a factor that affects your performance, indicating the term corresponds to the gross value of transactions handled on your platform, between a third party seller or service provider and the ultimate customer, also explaining that your revenue increases or decreases based on changes in either or both the number or value of these transactions. However, you do not appear to quantify, utilize, or reference such volumes when discussing your results of operations.

U.S. Securities and Exchange Commission

October 31, 2023

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Please expand your discussion and analysis of revenue to quantify the extent to which changes in revenue are attributable to s, changes in volumes, and separately to recent acquisitions, to comply with Item 303(b)(2)(iii) of Regulation S-X.

The Company acknowledges the Staff’s comment on the Company’s disclosure of gross bookings (described as transaction volumes in previous filings) as a factor affecting performance and the benefit of referencing such gross bookings in discussing our results of operations.

For prospective SEC filings starting with our Form 10-Q for the period ended September 30, 2023, we will reference a discussion of the increase or decrease in revenues due to gross bookings, along with any notable differences in the inputs to gross bookings (e.g. changes in number of transactions processed), as well as any other applicable explanation (e.g. return to normalized travel). It is impracticable to quantify the impact of changes in prices on the Company’s revenues, because of the variability in the value of the gross bookings processed and the cost of each booking incurred by the Company.

Revenue for the years ended December 31, 2022 and December 31, 2021 were not affected by acquisitions, as there were no operational entities acquired by the Company during the years presented except for the reverse recapitalization as a result of the SPAC Business Combination. In addition to this, our objective when making acquisitions is to merge the customers, supplier contracts, and products of acquired entities into the Company’s technology platform to achieve a comprehensive revenue synergy and organic growth through integrated operations. As such, separating revenues specifically from these acquired entities in future periods becomes impractical.

Below is an example of our proposed revision for future filings in our discussion of revenues using our 2022 Form 10-K as an example, which addresses the Staff’s comments. Additionally, we will provide proposed disclosures to our future filings for our Operating Metrics and Disaggregation of Revenue in conjunction to in our response to comment number 4 and number 6.

Results of Operations

Revenues, net for the year ended December 31, 2022 increased by $66.3 million, or 71%, compared to the same period in 2021. The increase was primarily driven by significant improvement in travel demand trends in fiscal year 2022, as the COVID-19 pandemic recovery continued to improve.

The revenues, net increase is primarily contributed by our travel marketplace segment. Revenues in travel marketplace segment increased by $65.4 million or 71% in 2022 compared to 2021, including $42.7 million or 62% increase from commission revenues earned from mark-up fees and commissions, $22.3 million or 98% increase from incentive revenues earned from GDS service

U.S. Securities and Exchange Commission

October 31, 2023

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providers and airline suppliers, and the remaining from other ancillary product and services. The revenue growth in our travel marketplace segment in 2022 was contributed by a 134% increase in the value of gross bookings and a 62% increase of the number of transactions processed in our travel marketplace, as compared to 2021. Refer to our Operating Metrics for further details.

Non-GAAP Financial Measures, page 68

2.We note your disclosure indicating you believe Unlevered Free Cash Flow is relevant to investors because it provides a measure of cash generated internally that is available both to service debt and to fund inorganic growth or acquisitions, which seems to imply that the measure is being utilized as a liquidity measure. We also note that you provide a reconciliation between this non-GAAP measure and operating cash flows on page 69.

Please address the prohibition described in Item 10(e)(1)(ii)(A) of Regulation S-K, against excluding charges that required or will require cash settlement in the computation of a non-GAAP liquidity measure, as it relates to your adjustments for interest expense.

The Company acknowledges the Staff’s comment on the Unlevered Free Cash Flow non-GAAP measure and respectfully advises the Staff that it has reviewed Item 10(e)(1)(ii)(A) of Regulation S-K. We will revise our disclosures on the Unlevered Free Cash Flow non-GAAP measure prospectively, starting with our Form 10-Q for the period ending September 30, 2023, to explicitly state it is used as a liquidity measure and retitle the metric to free cash flow.

Shown below is our proposed revision, using our 2022 Form 10-K as an example to illustrate our description and reconciliation of Free Cash Flow:

Free Cash Flow

Free cash flow is defined as cash used in operating activities, less capital expenditures, and considered as a non-GAAP liquidity measure.

We believe the presentation of free cash flow is relevant and useful for investors because it measures cash generated internally that is available to service debt and fund inorganic growth or acquisitions. Free cash flow is the cash flow from operations after payment of capital expenditures that we can use to invest in our business and meet our current and future financing needs.

The following table reconciles net cash used in operating activities, a GAAP measure, to free cash flows for the year ended December 31, 2022, and 2021, respectively (in thousands):

U.S. Securities and Exchange Commission

October 31, 2023

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3.We note that you present certain non-GAAP measures in your earnings releases that do not appear in your periodic reports, including the measure of Adjusted Net Income. The measure for 2022 reflects positive adjustments of $2,768 and $989 for "Supplier contract renegotiation" and "Chargeback recoveries," having the effect of reducing the net loss incurred for the fourth quarter and annual period.

You indicate the first represents gain that will be realized in future periods pursuant to GAAP as a result of renegotiating a supplier agreement, while the second represents credit card chargebacks for which recovery is anticipated though which may not be recognized pursuant to GAAP until funds are received in future periods.

Tell us why you believe that adjustments made to accelerate recognition of items that are deferred in accordance with GAAP would not be contrary to the guidance in Question 100.04 of our Compliance and Disclosure Interpretations pertaining to Non-GAAP Financial Measures, which you may view on our website at the following address: https://www.sec.gov/corpfin/non-gaap-financial-measures.htm

As your adjustments effectively change the recognition and measurement principles required under GAAP, unless you are able to show how your individually-tailored adjustments do not yield potentially misleading non-GAAP measures, please revise your computational approach to avoid adjustments of this nature.

Also explain to us why you omitted the footnotes having the descriptions of these adjustments from your interim earnings releases.

Within the 2022 Reconciliation of GAAP to Non-GAAP Financial Measures in our investor presentation and earnings release, the Company presented Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss) and Adjusted EPS, then presented Total Adjusted EBITDA, Total Adjusted Net Income (Loss), Total Adjusted EBITDA Margin and Total Adjusted EPS separately by including the impact of the deferred items for the fourth quarter and the year of 2022. Beginning in the first quarter of 2023, the Company no longer included such deferred items in the calculations of Total Adjusted EBITDA, Total Adjusted Net Income (Loss), Total Adjusted EBITDA Margin and Total adjusted EPS for the quarter to date periods ended March 31, 2023, and June 30, 2023.

Below is our proposed revision to these non-GAAP measures by removing “Total Adjusted EBITDA”, “Total Adjusted Net Income (Loss)”, and “Total adjusted EPS”, using our 2022 earnings

U.S. Securities and Exchange Commission

October 31, 2023

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release as an example, for our reconciliations of Adjusted EBITDA and Adjusted EBITDA Margin, Adjusted Net Loss and Adjusted EPS:

4.We note that you disclose several Key Metrics in your earnings releases and investors presentations that are not presented in your periodic reports, including Transactions, Take rate, and Gross revenue. Please explain to us how you determined that these various metrics were relevant in those disclosure venues though were not relevant to the required discussion and analysis in your periodic reports.

We believe that your disclosures of these Key Metrics will require some revision and further details to clarify the utility, character, and association of and between these measures. For example, given that you earn and report revenue as an agent rather than

U.S. Securities and Exchange Commission

October 31, 2023

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as a principal, if you wish to report the transactional value upon which your fees are based, you should utilize a label other than Gross revenue to describe the measure, and provide an explanation wherever this measure is presented, to clarify that the transactional value does not reflect the value of the services that you provide but is included for context in understanding the relationship involving your take rate or other matters.

For each metric please also provide a clear definition that reveals the manner of its computation, the reasons you believe it provides useful information to investors, and an explanation of how the measures are used in managing or assessing performance, consistent with the guidance in SEC Release No. 33-10751.

The Company uses the following operating metrics to evaluate key factors that affect the Company’s performance and the way the business is managed: a) transactions, b) gross bookings (described as “transaction volumes” in previous filings) and c) take rate. The Company will add discussions about operating metrics in future, starting with the Form 10-Q for the period ended September 30, 2023, within the Management’s Discussion and Analysis of Financial Condition and Results of Operations. In addition, we will retitle the previously utilized term "gross revenue" to "gross booking" for clarity. Below is our proposed disclosure for operating metrics within the Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Operating Metrics

Our financial results are driven by certain operating metrics that encompass the business activity generated by our travel-related services. Transactions represent the number of travel reservations that were processed on Mondee's platform during the period. Gross bookings are defined as the total dollar value, generally inclusive of taxes and fees, of all travel reservations through our platform between a third-party seller or service provider and the traveler, net of cancellations. Take rate is defined as revenues as a percentage of gross bookings.

Management considers these operating metrics to have a correlation to our commission revenues and incentive revenues recognized, and are therefore useful units of measurement for investors. Management also uses these operating metrics as part of its overall assessment of the Company’s operational performance and for its preparation of operating budget and forecasts.

Transactions, gross bookings and take rate for the years ended December 31, 2022 and 2021 were as follows (Gross bookings is disclosed in thousands):

U.S. Securities and Exchange Commission

October 31, 2023

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Critical Accounting Policies and Estimates, page 77

5.You state that the preparation of the consolidated financial statements and related disclosures in conformity with GAAP requires you to make estimates and assumptions that affect the amounts reported in the consolidated financial statements, although you do not identify any critical accounting estimates.

Please expand your disclosures to provide the information required by Item 303(b)(3) of Regulation S-K, including the qualitative and quantitative information necessary to understand the estimation uncertainty and the impact the estimates have had or are reasonably likely to have on your financial condition or results of operations, also in accordance with Instruction 3 to paragraph (b), clarifying that such disclosure “must supplement, but not duplicate, the description of accounting policies or other disclosures in the notes to the financial statements.” For example, explain why the estimates are subject to uncertainty, how the estimates or underlying assumptions have changed during the period, and indicate the extent to which the reported amounts are sensitive to change in the underlying methods, assumptions, and estimates.

In conjunction with your response, given that the goodwill balance was about 26% of total assets at year-end, tell us how the assumptions underlying your goodwill impairment testing were considered for disclosure pursuant to this guidance. You may also refer to SEC Release No. 33-10890 for additional guidance.

The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company will include the information required by Item 303(b)(3) of Regulation S-K prospectively on our Form 10-Q and 10-K filings beginning with our Form 10-Q filing for the period ended September 30, 2023. Please refer to Exhibit 1 in the Appendix for our proposed Critical Accounting Policies and Estimates disclosure for prospective filings.

Financial Statements

Note 10 – Revenue

Disaggregation of Revenue, page F-34

6.We note that you identify two categories for revenue disaggregation, which also represent the reportable segments identified on page F-43, and that the Travel Marketplace segment contributed about 99% of revenues for 2022.

However, in your revenue recognition accounting policy disclosure on pages F-14 and F-15 you identify additional sources of revenue and in your discussion and analysis of

U.S. Securities and Exchange Commission

October 31, 2023

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revenues on page 71 you identify and quantify changes fo