8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 16, 2026

ITHAX ACQUISITION

CORP III

(Exact name of registrant as specified in its charter)

826 Collins Avenue, Suite 201

Miami, FL 33139

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(305) 469-0917

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On January 16, 2026, ITHAX Acquisition Corp III (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”), and warrants (the “Warrants”) included in the Units commencing on or about January 20, 2026. Each Unit consists of one Class A Share and one-half of one redeemable Warrant, each whole Warrant exercisable to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on The Nasdaq Stock Market (“Nasdaq”) under the symbol “ITHAU”, and the Class A Shares and Warrants will separately trade on Nasdaq under the symbols “ITHA” and “ITHAW”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Shares and Warrants.

(d) Exhibits

EXHIBIT INDEX

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 16, 2026

Exhibit 99.1

ITHAX Acquisition Corp III Announces the Separate Trading of itsClass A Ordinary Shares and Warrants, Commencing January 20, 2026

NEW YORK, January 16, 2026 (GLOBE NEWSWIRE) -- ITHAX Acquisition Corp III (NASDAQ: ITHAU) (the “Company”) announced that, commencing January 20, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on the Nasdaq Global Market under the symbols “ITHA” and “ITHAW,” respectively. Those units not separated will continue to trade on the Nasdaq Global Market under the symbol “ITHAU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

About ITHAX Acquisition Corp III

ITHAX Acquisition Corp III (www.ithaxacquisition.com) is a newly organized blank check company sponsored by Orestes Fintiklis, founder of Ithaca Capital Partners, a private equity manager. Orestes Fintiklis was also sponsor and Chief Executive Officer of ITHAX Acquisition Corp.

Media Contact

Orestes Fintiklis

info@ithaxacquisition.com