SecProbe.io

CORRESP
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        Michael J. Minahan

        617.570.1021

        mminahan@goodwinlaw.com

        Goodwin Procter LLP

        Counselors at Law

        100 Northern Avenue

        Boston, MA 02210

        T: 617.570.1000

        F: 617.523.1231

November 1, 2016

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:	John Dana Brown, Attorney-Advisor

                   Office of Transportation and Leisure

 Re: Yatra Online, Inc.

Registration Statement on Form F-4

Filed September 29, 2016

Amendment No. 1 to Registration Statement on Form F-4

Filed October 25, 2016

File No. 333-213862

Dear Mr. Brown:

This letter is submitted on behalf of Yatra
Online, Inc. (the “Company” or “Yatra”) and Terrapin 3 Acquisition Corporation (“Terrapin
3”) in response to the comments of the staff of the Office of Transportation and Leisure (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration
Statement on Form F-4 filed on September 29, 2016 (“Registration Statement”), as amended by Amendment No. 1
to the Registration Statement filed on October 25, 2016 (“Amendment No. 1”), as set forth in the Staff’s
letter dated October 26, 2016 (the “Comment Letter”). The Company is concurrently submitting Amendment No. 2
to the Registration Statement (“Amendment No. 2”) which includes changes that principally reflect responses
to the Staff’s comments.

For reference purposes, the text of the
Comment Letter has been reproduced and italicized herein with responses below each numbered comment. Unless otherwise indicated,
page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the
responses refer to Amendment No. 2. All capitalized terms used and not otherwise defined herein shall have the meanings set forth
in the Registration Statement.

The responses provided herein are based
upon information provided to Goodwin Procter LLP by the Company and by Terrapin 3.

United States Securities and Exchange Commision

November 1, 2016

Page 2

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.

RESPONSE: Yatra advises the Staff that at this time
it has not provided or authorized others to provide potential investors with any written communications, as defined in Rule 405
under the Securities Act, in reliance on Section 5(d) of the Securities Act. Yatra undertakes to provide the Staff with copies
of any written communications that are presented to potential investors in the future by it or anyone authorized to do so on its
behalf in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

 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 information required by Item 16F of Form 20-F as it relates to KPMG’s dismissal.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 has revised the disclosure on page 148 to include the information required by Item 16F(b) of Form 20-F as it relates
to the dismissal of KPMG LLP by Terrapin 3. Terrapin 3 previously publicly disclosed in its Form 8-K, dated August 15, 2014, the
information required by Item 16F(a) of Form 20-F.

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

RESPONSE: In response to the Staff’s comment,
the notice letter has been marked as “Preliminary Copy” in accordance with Rule 14a-6(e)(1).

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

RESPONSE: In response to the Staff’s comment,
a preliminary proxy card has been included with Amendment No. 2.

 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.

RESPONSE: In response to the Staff’s comment,
the Company has filed the Amended and Restated Investment Banking Letter Agreement, dated July 13, 2016, among Macquarie Capital
(USA) Inc., Terrapin 3 and the Company as Exhibit 10.24 to Amendment No. 2.

 6. Please provide us with copies of any “board books” or any other materials provided 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.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 respectfully advises the Staff that the written, confidential presentation materials prepared by Ladenburg Thalmann
& Co. Inc. (“Ladenburg Thalmann”) in connection with its opinion, rendered to the board of directors of
Terrapin 3 on July 13, 2016, as summarized in the section of Amendment No. 2 entitled “Proposals to be Considered by Terrapin
3’s Stockholders—The Business Combination Proposal—Opinion of Terrapin 3’s Financial Advisor,” will
be provided to the Staff under separate cover on a confidential and supplemental basis pursuant to Rule 418 of the Securities Act
of 1933, as amended, and Rule 12b-4 under the Securities Exchange Act of 1934, as amended. In accordance with such Rules, such
materials are being provided together with a request that these materials be returned promptly following completion of the Staff’s
review thereof. Such materials are not, and will not be, filed with or deemed to be part of the Registration Statement, including
any amendments thereto. By separate letter, a request for confidential treatment of these materials pursuant to the provisions
of 17 C.F.R. § 200.83 will be made.

United States Securities and Exchange Commision

November 1, 2016

Page 3

Industry and Market 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.

RESPONSE: Yatra acknowledges the Staff’s comment
and confirms that it will include in a subsequent filing a consent for Phocuswright Inc.

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.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 has revised the disclosure on page 7 of Amendment No. 2.

What are the interests of Terrapin 3’s directors and
executive officers in the Transaction

 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 and executive officers are also Sponsors or initial stockholders. In addition, revise similar disclosure
on page 71.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 has revised the disclosure on pages 8 and 72 to further describe the relationship of Terrapin 3’s directors and
executive officers to the sponsors and whether such directors and executive officers are “initial stockholders.”

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.

RESPONSE: Yatra acknowledges the Staff’s comment
and confirms that it will include in a subsequent filing organization charts depicting the structure of Yatra before and after
the consummation of the transactions contemplated by the Business Combination Agreement, which charts will illustrate the states
or countries of incorporation of the various legal entities set forth in the charts.

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 how 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.

RESPONSE: Yatra respectfully advises the Staff that
Yatra entered into a letter agreement with each of its shareholders pursuant to which: (a) Yatra’s preference holders agreed
to convert their preference shares into Yatra Ordinary Shares effective immediately prior to the commencement of trading of Yatra’s
Ordinary Shares on NASDAQ, but prior to the effectiveness of the second merger contemplated by the Business Combination Agreement;
and (b) each Yatra shareholder agreed that upon such conversion the issued share capital of Yatra, as shown on Yatra’s register
of members, would be restated as specified on Exhibit A thereto. Immediately following such conversion Yatra’s shareholders
agreed there would be an aggregate of 119,021,225 Yatra Ordinary Shares issued and outstanding prior to giving effect to a 5.4240926-for-1
reverse split of Yatra’s Ordinary Shares and 21,943,066 Yatra Ordinary Shares after giving effect to such 5.4240926-for-1
reverse split, which will occur contemporaneously with such conversion. Such letter agreement has been filed as Exhibit 10.24 to
Amendment No. 2.

In response to the Staff’s comment, Yatra has
revised the disclosure on pages 16 and 127 of Amendment No. 2.

United States Securities and Exchange Commision

November 1, 2016

Page 4

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 alternative business combinations.” Please
disclose what alternative business combinations the Terrapin 3’s Board of Directors considered.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 has revised the disclosure on page 61 of Amendment No. 2 to disclose the alternative business combinations considered
by Terrapin 3’s board of directors.

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

 13. We note your disclosure 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.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 has revised the disclosure on page 64 of Amendment No. 2 to disclose the actual numeric value of the implied purchase
multiple of the Company compared to the current valuations of similar public companies.

Opinion of Terrapin 3’s Financial 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.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 respectfully advises the Staff that the financial projections appearing in the tables on pages 17, 64, and 68 comprise
the internal financial projections provided to Ladenburg Thalmann for their analysis in connection with their opinion.

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

RESPONSE: In response to the Staff’s comment,
Terrapin 3 has revised the disclosure on page 67 of Amendment No. 2 to disclose that MakeMyTrip Limited conducts its business operations
primarily in India.

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.

RESPONSE: Terrapin 3 respectfully advises the Staff
that other than in connection with the engagement of Ladenburg Thalmann to provide an opinion to Terrapin 3’s board of directors
and to act as an advisor to Terrapin 3 to assist Terrapin 3 in completing the Merger, there are no 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.

United States Securities and Exchange Commision

November 1, 2016

Page 5

The Business Combination Agreement

Conditions to Complete the Transaction, page 79

 17. We note that you list “the approval of Yatra’s shareholders having been obtained” as a condition to complete
the transaction. Please clarify what Yatra’s shareholders need to approve.

RESPONSE: In response to the Staff’s comment,
Yatra has revised the disclosure on page 80 of Amendment No. 2.

Use of Proceeds, page 83

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

RESPONSE: In response to the Staff’s comment,
Yatra has revised the disclosure on page 84 of Amendment No. 2.

Unaudited Pro Forma Condensed Combined Financial Information,
page 84

 19. We note your disclosure here that Yatra’s shareholders will have “approximately 58% ownership interest 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 Shares. Please explain the difference between these
numbers or revise for consistency.

RESPONSE: In response to the Staff’s comment,
Yatra has revised the disclosure on pages 6, 15, 16, 75, 84, 85 and 89 of Amendment No. 2 for consistency.

Notes to Unaudited 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.

RESPONSE: In response to the Staff’s comment,
Yatra has revised the disclosure in the notes to the Unaudited Pro Forma Condensed Combined Balance Sheet and Statement of Operations
on pages 90 through 91 of Amendment No. 2, including the specific responses to questions number 21 through 27 below.

Footnote (11), page 89

 21. We note from your disclosure in footnote (11) that this adjustment reflects the noncontrolling 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. Include in your revised disclosure the percentage held by the non-controlling
interest.

RESPONSE: In response to the Staff’s comment,
Yatra has revised the disclosure on page 90 of Amendment No. 2

United States Securities and Exchange Commision

November 1, 2016

Page 6

Footnote (12), page 89

 22. We note your disclosure that this adjustment refl