SecProbe.io

Mail Stop 3561

November 9 , 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.
  Amendment No. 2 to Registration Statement on Form F -4
  Filed November 1 , 2016
File No. 333 -213862

Dear Mr. Shringi :

We have reviewed your amended 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 fac ts 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 c omments.   Unless we note
otherwise, our references to prior comments are to comments in our October 26, 2016 letter .

General

1. Please tell us whether Terrapin 3 will be separately filing a preliminary proxy statement
related to the business combination pro posal, and if so when.  If Terrapin 3 does not plan
to file a preliminary proxy statement please provide us your analysis as to why this is not
required.

Dhruv Shringi
Yatra Online, Inc.
 November  9, 2016
 Page 2

 2. We note your response to our prior comment 17 and that Yatra’s shareholders’ approval
is a condition  to the merger.  Please add a separate question and answer or disclose and
describe this condition in more detail in the summary section.   Please describe the “all
other matters contemplated thereby” upon which the Yatra shareholders will act.

3. Please disclose when Yatra will seek the approval of its shareholders  relative to the date
of the Terrapin 3 meeting  and whether Yatra will be seeking shareholder approval to
authorize the issuance of securities you are registering on this form.

4. Please revise to include upd ated interim financial statements of Terrapin 3 Acquisition
Corporation in your next amendment.

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

5. We note from your response to our prior comment 11 that the letter agreement referred to
in your response has been filed as Exhibit 10.24 to Amendment 2 to your Form F -4.
However, Exhibit 10.24 appears to be related to an agreement with Macquarie and not the
letter agreement you refer to.  Please file this agreement as an exhibit or tell us where this
agreement is currently located in your document.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

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

Footnote (13), page 9 0

6. We note you r response to our prior comment 23.  Please tell us and disclose in more
detail how you determined the amount of the adjustment and why you believe this
adjustment amount is factually supportable and should be included in the pro forma
financial statements .  Although the agreement is part of the transaction, it appears that
because the amount is a management estimate, it would not be factually supportable.
Please advise or revise to remove the adjustment.

Footnote (4) page 91

7. We note your response to our  prior comment 27.  Please tell us your consideration for
disclosing the modification terms of your Employee Stock Option Grants elsewhere in
the document including MD&A and notes to the financial statements.

Beneficial Ownership, page 156

8. We note your response to our prior comment 34 and reissue.  Please revise to provide
beneficial ownership information as of the most recent practicable date rather than  as of

Dhruv Shringi
Yatra Online, Inc.
 November  9, 2016
 Page 3

 the record date.  Similarly, revise the disclosure in beneficial owners hip tables beginning
on page 178 .

Proxy Card

9. Please mark your proxy card as “Preliminary Copies” in accordance with Rule 14a -
6(e)(1).

Exhibit Index

10. Please tell us why you have removed the following exhibits from the exhibit index:
 Addendum between Yatra Online Private Limited and Bennett, Coleman & Co. Ltd.,
dated August 14, 2014;
 Second Addendum between Yatra Online Private Limited and Bennett, Coleman &
Co. Ltd., dated May 28, 2015;
 Third Addendum between Yatra Online Private Limited and Bennett, Coleman & Co.
Ltd., dated September 21, 2015;  and
 Fourth Addendum between Yatra Online Private Limited and Bennett, Coleman &
Co. Ltd., dated August 18, 2016 .

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