SEC Comment Letter for Yatra Online, Inc. (YTRA) (CIK 0001516899) (YTRA) — Feb 6, 2017
Yatra Online, Inc. (YTRA) (CIK 0001516899)
Date: Feb. 6, 2017 · CIK: 0001516899 · Accession: 0000000000-17-004047
AI Filing Summary & Sentiment
File numbers found in text: 333-215653
Letter
Mail Stop 3561 February 3, 201 7 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. Registration Statement on Form F-1 Filed January 23, 2017 File No. 333-215653
Dear Mr. Shringi :
We have limited our review of your registration statement to those issues we have addressed in our 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 amen dment 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.
General
1. Please provide us your analysis as to why each of the selling shareholders shou ld not be deemed underwriters pursuant to Securities Act Rule 145(c). To the extent they are, please name them as underwriters, revise to state a fixed price for the securities they are offering , and confirm that they will be subject to the applicable prospectus delivery requirements of the Securities Act. If they are not, please provide us a basis for your conclusio n, inclu ding a discussion of wh ether such selling shareholders were a party to or an affiliate of a party to the business combination transaction discussed in this prospectus.
Dhruv Shringi Yatra Online, Inc. February 3, 201 7 Page 2
We remind you that the company and its management are responsible for 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.
Please contact John Dana Brown at (202) 551 -3859 or me at (202) 551 -3469 with any questions.
Sincerely,
/s/ Justin Dobbie
Show Raw Text
Mail Stop 3561
February 3, 201 7
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.
Registration Statement on Form F-1
Filed January 23, 2017
File No. 333-215653
Dear Mr. Shringi :
We have limited our review of your registration statement to those issues we have
addressed in our 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 amen dment 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.
General
1. Please provide us your analysis as to why each of the selling shareholders shou ld not be
deemed underwriters pursuant to Securities Act Rule 145(c). To the extent they are,
please name them as underwriters, revise to state a fixed price for the securities they are
offering , and confirm that they will be subject to the applicable prospectus delivery
requirements of the Securities Act. If they are not, please provide us a basis for your
conclusio n, inclu ding a discussion of wh ether such selling shareholders were a party to or
an affiliate of a party to the business combination transaction discussed in this prospectus.
Dhruv Shringi
Yatra Online, Inc.
February 3, 201 7
Page 2
We remind you that the company and its management are responsible for 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.
Please contact John Dana Brown at (202) 551 -3859 or me at (202) 551 -3469 with any
questions.
Sincerely,
/s/ Justin Dobbie
Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure
cc: Jocelyn M. Arel, Esq.
Goodwin Procter LLP