SecProbe.io

Mail Stop 3561
October 26, 2016

Dhruv Shringi
Chief Executive Officer
Yatra Online, Inc.
1101 -03, 11th Floor, Tower -B
Unitech  Cyber Park
Sector 39, Gurgaon, Haryana 122002
India

Re: Yatra Online, Inc.
Registrat ion Statement on Form F -4
Filed September 29, 2016
  Amendment No. 1 to Registration State ment on Form F -4
  Filed October 25, 2016
File No. 333 -213862

Dear Mr. Shringi :

We have reviewed your registration statement  and have the following 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 a ppropriate, 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.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain  copies of the communications.

Dhruv Shrin gi
Yatra Online, Inc.
 October 26, 2016
 Page 2

2. We note your disclosure on page 145 that Terrapin 3 dismissed KPMG as its independent
registered public accounting firm on August 14, 2014.  Please provide info rmation
required by Item 16F of Form 20 -F as it relates to KPMG’s dismissal.

3. Please mark your notice letter as “Preliminary Copies” in accordance with Rule 14a -
6(e)(1).

4. Please include a preliminary proxy card with your next amendment .

5. We note that you have entered into the Amended and Restated Investment Banking Letter
Agreement with Terrapin 3 and Macquarie Capital.  If this is a material agreement, please
file it as an exhibit to your registration statement or advise.

6. Please provide us with copies of any “board books” or any other materials p rovided to the
board and management in connection with the proposed transaction or advise.  Such
materials should include any presentations made by the financial advisors.  Also, provide
us with copies of any engagement letters.

Industry and Mar ket Data, page 1

7. Please provide a consent for Phocuswright Inc  or tell us why this is not required .  Refer to
Rule 436 of the Securities Act.

Questions and Answers about the Transaction

What Conditions must be satisfied to complete the Transaction?, page 7

8. We note your disclosure that one of the closing conditions of the merger is for Terrapin 3
to have, in the aggregate, not less than $100.0 million of cash that is available for
distribution. We also note your disclosure  on page 7 that as of September 23, 2016
Tarrapin 3 had approximately $99.4 million in the trust account.  Please revise to explain
how Tarrapin 3  plans to satisfy this closing condition.

What are the interests of Terrapin 3’s directors and executive officers in the Transaction?, page 8

9. We note that in the second, third and fourth bullet points you refer to securities held by
initial stockholders and Sponsors.  Please explain which  directors an d executive officers
are also Sponsors or initial stockholders .  In addition, revise similar disclosure on page
71.

Dhruv Shrin gi
Yatra Online, Inc.
 October 26, 2016
 Page 3

 Summary, page 14

10. Please include an organization chart depicting your organizational structure before and
after the consummation of the merger to help illustrate the narrative description of the
parties and the transactions.  This chart should also illustrate the states or countries of
incorporation of various legal entities .

Ownership of Yatra Ordinary Shares Upon Completion of the Transaction, page 15

11. We note that the Post -Reverse Split Shares attributed to Yatra’s existing shareholders are
21,943,066.  In light of the fact that as of March 31, 2016 Yatra appears to have
6,180,105 ordinary shares and 41,065,679 preference shares, please explain to us ho w
this amount of shares was calculated or determined.  If there was a significant amount of
shares issued subsequent to March 31, 2016, these issuances should be disclosed in the
notes to the financial statements and MD&A.  Please advise.

Proposals to be Considered by the Terrapin 3’s Stockholders, page 58

Background of the Transaction, page 58

12. We note your disclosure on page 60 that Terrapin 3 “continued to consider alternati ve
business combinations.”  P lease disclose what alternative business combinations  the
Terrapin 3’s Board of Directors considered.

Terrapin 3’s Board of Directors’ Reasons for Approval of the Transaction, page 62

13. We note your di sclosure on page 63 that the “implied purchase multiple of Yatra
compares favorably to the current valuations of similar public companies.”   Please
disclose the actual numeric value  of the multiple  you reference.

Opinion of Terrapin 3’s Fina ncial Advisor, page 64

14. We note that Yatra  prepared internal financial projections that Terrapin 3 provided to
Ladenburg Thalmann .  Please revise to disclose these internal financial projections or
explain why you have not included them .

15. Please disclose whether any of the se lected publicly traded companies listed on top of
page 67 are Indian companies.

Miscellaneous, page 69

16. Please quantify any fees payable to Ladenburg Thalmann  and its affiliates relating to any
material relationship that existed in the last two years between Terrapin 3  and its affiliates
and Ladenburg Thalmann  and its affiliates.  Refer to Item 1015(b)(4) of Regulation M -A.

Dhruv Shrin gi
Yatra Online, Inc.
 October 26, 2016
 Page 4

The Business Combination Agreement

Conditions to Complete the Transaction, page 79

17. We note tha t you list “the approval of Yatra’s sh areholders having been obtained ” as a
condition to complete the transaction.  Please clarify what Yatra’s shareholders need to
approve.

Use of Proceeds, page 83

18. We note that you intend “to repay certain indebtedness and other payouts of Yatra .”
Please disclose the interest rate s of the credit facilities to be repaid .  Refer to Instruction 4
to Item 504 of Regulation S -K.

Unaudited Pro Form Condensed Combined Financial Information, page 84

19. We note your disclosure here that Yatra’s shareholders  will have “approximately 58%
ownership i nterest in the combined entity.”  On page 74 and other sections of the
prospectus, however, you state that Yatra’s current shareholders will own an ownership
interest of approximately 61.8% of Yatra’s Ordinary Share s.  Please explain the
difference between these numbers or revise for consistency.

Notes to Unaudit ed Pro Forma Condensed Combined Financial Information

3. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments, page 89

20. Please expand your footnote disclosures to clearly describe how the underlying amounts
related to the pro forma adjustments  were determined or refer to where the information is
located in the document.  Where applicable, explain how such adjustments are factually
supportable.

Footnote (11), page 89

21. We note from your disclosure in footnote (11) that this adjustment reflects t he non -
controlling interest held by current Terrapin 3 Class F shareholders in a subsidiary of
Yatra established as part of the transaction.  Please tell us and revise to clearly explain
how the amount of the adjustment was calculated or determined.  Inclu de in your revised
disclosure the percentage held by the non -controlling interest.

Footnote (12), page 89

22. We note your disclosure that this adjustment reflects the conversion of preference shares
in Yatra Cayman to Ordinary shares of Yatra Cayman after c onsidering a reverse stock

Dhruv Shrin gi
Yatra Online, Inc.
 October 26, 2016
 Page 5

 split on a 5.42 for 1 basis.  In light of the fact that it appears from your disclosure on page
124 that the conversion of preference shares to Yatra Ordinary shares will not take place
at the time of the merger, but will occur i mmediately prior to the commencement of
trading on NASDAQ, please disclose this fact, as well as the intended timing of the 5.42
for 1 reverse stock split.  Also, please explain why you believe this conversion is directly
attributable to this acquisition t ransaction.

Footnote (13), page 89

23. We note that the adjustment in footnote (13) reflects the liability for a contingent payable
to Yatra shareholders subject to Yatra’s achievement of EBITDA/Revenue targets during
2017 and 2018.  In light of the fact tha t this appears to be management’s estimate of the
amount that will ultimately be paid, please explain to us why you believe this adjustment
is factually supportable and should be included in the pro forma financial statements.
Also, please revise to refer  to the more detailed disclosure of this contingent dividend
agreement on pages 123 -124.

Footnote (14), page 90

24. We note that this adjustment is to reflect the issuance of Yatra Ordinary shares to holders
of Class A Common Stock in exchange for shares o f Class A Common Stock.  Please
provide us, and revise to disclose more details about this adjustment including how the
amounts of the adjustments and the differences disclosed in the footnote were calculated
or determined.

Footnote (17), page 90

25. Please revise to disclose the amount of shares that are intended to be repurchased in this
adjustment.

Footnote (3), page 90

26. We note that this adjustment is to reflect expense for restricted company ordinary shares
issued to the management team.  Please explain to us and revise to disclose how this
amount was calculated or determined and also why you believe it is both factually
supportable and is expected to have a continuing impact.  Additionally, please clarify for
us if this agreement for issuance of restricted shares is part of the acquisition agreement.

Footnote (4), page 90

27. We note that this adjustment is to reflect additional expense for the increase in fair value
of Employee Stock Option Grants due to modification in terms of the grant for ESOP s
remaining unvested as of the date of Pro Forma Condensed Combined Statement of
Financial Position.  Please revise to disclose the terms of the modification and how you

Dhruv Shrin gi
Yatra Online, Inc.
 October 26, 2016
 Page 6

 calculated or determined the expense recognized as an adjustment.  Also, in regards to  the
accelerated expenses pertaining to ESOPs vested as of the date of the pro forma balance
sheet, please revise to disclose the amount that will be recognized but was not included in
the pro forma income statement because it does not have a continuing im pact.
Additionally, this modification of unvested ESOPs does not appear to be discussed
elsewhere in your filing.  Please revise your MD&A section to disclose the nature and
terms of this modification and resulting accelerated vesting.

Note 5. Earnings  Per share, page 90

28. We note that the pro forma weighted average number of shares outstanding for the year
ended March 31, 2016 is 31,367,816 and you provide detail as to the amount of shares
attributable to existing Yatra investors and the amount issued t o Terrapin 3 shareholders.
Please revise to more clearly explain how the pro forma amounts of shares in both
scenarios are calculated or determined.  Also, your revised disclosure should clearly
indicate the treatment of Yatra’s preference shares as part of the merger transaction.

Information about Yatra, page 101

29. We note your statement  that “[c]ertain of the information in this proxy
statement/prospectus on the Indian market is from independent market research carried
out by Phocuswright Inc. and other third party sources but should not be relied upon in
making, or refraining from makin g, any investment decision. ” Please revise the last part
of this sentence starting with “but should not be relied upon …” given that  investors are
entitled to rely on information included in the prospectus.

Business Overview, page 106

30. We note that you have entered into a strategic relationship with Reliance Retail Limited.
If you have entered into a written agreement and this agreemen t is material to you , please
describe its material terms and  file it as an exhibit to your registration statement or
advise.

Our Platf orm, page 111

31. We note you  refer to your retail stores.  Please expand your disclosure to include the
number of retail stores you operate, their average size and whether you own or lease the
stores.

Tax Matters Relating to Yatra TG, page 121

32. Please explain what  you mean by the “scrutiny assessment ” in the first place the term is
used.

Dhruv Shrin gi
Yatra Online, Inc.
 October 26, 2016
 Page 7

 Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Yatra, page 125

33. We note your disclosure of contractual obligations on page 138.  However, this
disclosure does not appear to include al l contractual obligations, or adhere to the format
specified in Item 5(F) of Form 20 -F. Please revise accordingly.

Beneficial Ownership, page 153

34. Please  revise to provide beneficial ownership information as of the most recent
practicable date instead of as of the record date.  Similarly , revise the disclosure in
beneficial ownership tables beginning on page 175.

Management after the Transaction, page  159

35. We note the numeric legend of (1) through (3) appearing on page 159 after the table with
the list of management names, ages and positions.  However, the legend numbers do  not
appear in the table itself.  Please revise.

Employment Agreemen ts, page 161

36. We note that you have entered into employment agreements with some of your key
employees.  Although you filed the employment agreements with Messrs. Shringi, Vaish
and Verma as exhibits to your registration statement, the employment agreement s for
other executives  have not been filed.  Please file the agreements with Messrs. Amin,
Dhall, Poddar and Sodhi  or tell us why this is not required .

Yatra Online Inc.

Notes to the Consolidated Financial Statements for the Year Ended March 31, 2016

40. Financial risk management, objec tives and policies, page F-51

37. Tell us your consideration for disclosure of a discussion of your foreign exchange risk to
provide investors with more company -specific and risk -specific disclosures as required
by paragraph 40 of IFRS 7.

Item 22.  Undertakings

38. Please advise why you have not included an un dertaking pursuant to Item 512(a )(6) of
Regulation S -K.

Dhruv Shrin gi
Yatra Online, Inc.
 October 26, 2016
 Page 8

 We remind you that the company and its management are responsible fo r 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 Melissa Gilmore at (202) 551 -3777  or Claire Erlanger at (202) 551 -
3301  if you have questions regarding comments on the financial statements and related matters.
Please contact Tonya K. Aldave  at (202) 551 -3601  or me at (202) 551 -3859  with any other
questions.

Sincerely,

 /s/ John Dana Brown

 John Dana Brown
 Attorney -Advisor
Office of Transportation and Leisure

cc:  Jocelyn Arel , Esq.
Goodwin Procter LLP