SecProbe.io

Mail Stop 3561

November 18, 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. 3 to Registration Statement on Form F -4
  Filed November 15, 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 fa cts 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.   Unless we note
otherwise, our references to prior comments are to comments in our November 9 , 2016 letter.

General

1. Please revise so that all material information is provided as of the most recent practicable
date.  By way of example we note th at you disclose the amount in the trust account as of
September 23, 2016, the approximate amount per share upon the exercise of redemption
rights as of September 26, 2016, and the number of Terrapin 3 Class A and Class F
shares outstanding as of September 23, 2016.

Dhruv Shringi
Yatra Online, Inc.
 November  18, 2016
 Page 2

 Selected Consolidated Historical Financial Data of Yatra, page 20

2. We note that you have revised to disclose Revenue Less Service Cost for the three
months ended June 30, 2016 and 2015.   Please revise your disclosure on page 22 to
include the  reconciliation of Revenue Less Service Cost to the most comparable IFRS
measure for these interim periods ended June 30, 2016 and 2015.

Selected Historical Financial Data of Terrapin 3, page 23

3. Please revise this disclosure to reflect the amounts as of September 30, 2016 consistent
with the updated interim financial statements for the same period.

Selected Unaudited Pro Forma Condensed Combined Financial Information, page 24

4. We note that in this section  you disclose the pro forma balance sheet data as of March 31,
2016 and the income statement data for the year ended March 31, 2016.   In light of the
fact that you have updated your pro forma financial statements which begin on page 85 to
reflect the pro f orma statement of position as of June 30, 2016 and the pro forma results
of operations for the quarter ended June 30, 2016, please revise your selected unaudited
pro forma condensed combined financial information on page 24 to be consistent with
these peri ods.

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/ Justin Dobbie for

 John Dana Brown
 Attorney -Advisor
Office of Transportation and Leisure

cc:  Jocelyn Arel , Esq.
Goodwin Procter LLP