SecProbe.io

CORRESP
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        Jocelyn M. Arel

        617.570.1067

        jarel@goodwinlaw.com

        Goodwin Procter LLP

        Counselors at Law

        100 Northern Avenue

        Boston, MA 02210

        T: 617.570.1000

        F: 617.321.4344

February 8, 2017

VIA EDGAR AND OVERNIGHT MAIL

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Justin Dobbie, Legal Branch Chief

Office of Transportation and Leisure

    Re:
    Yatra Online, Inc.

    Registration Statement on Form F-1

    Filed January 23, 2017

    File No. 333-215653

Dear Mr. Dobbie:

This letter is submitted on behalf of Yatra
Online, Inc. (the “Company”) in response to a comment set forth in the letter, dated February 3, 2017 (the “Comment
Letter”), 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-1 filed on January 23, 2017 (the “Registration Statement”). The response provided below was based upon information
provided to Goodwin Procter LLP by the Company and the selling shareholders named in the Registration Statement (the “Selling
Shareholders”).

For reference purposes, the text of the
Comment Letter has been reproduced and italicized herein with our response below. All capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Registration Statement.

General

 1. Please provide us your analysis as to why each of the selling shareholders should 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 conclusion, including a discussion of whether
such selling shareholders were a party to or an affiliate of a party to the business combination transaction discussed in this
prospectus.

Response:

We have reviewed the Staff’s comment
and respectfully do not believe that any of the Selling Shareholders should be considered an underwriter pursuant to Rule 145(c)
of the Securities Act of 1933, as amended (the “Securities Act”). In reaching this conclusion, we have considered
Question 612.09 of the Compliance and Disclosure Interpretations for Securities Act Rules Telephone Interpretation D-29 (“CDI
612.09”), which is repeated below for reference:

“It is important to identify
whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling
on behalf of an issuer. . . The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult
factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders
have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares
involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances
it appears that the seller is acting as a conduit for the issuer.”

We have examined each of the enumerated
factors in CDI 612.09 and believe that the facts demonstrate that the Selling Shareholders are engaged in secondary resales and
are not acting as underwriters on behalf of the Company.

In the event that the offering registered
by the Registration Statement is recharacterized as a primary offering on behalf of the Company, the Staff’s interpretation
will have a significant impact on the ability of the Selling Shareholders to sell their Ordinary Shares as the offering would have
to be made on a fixed-price basis (i.e., the Selling Shareholders would not be able to sell their Ordinary Shares at prevailing
market prices) since the Company is not eligible to use a registration statement on Form F-3 for a primary offering and the Selling
Shareholders would be deemed to be “underwriters” with respect to the offering (with the attendant liabilities under
Section 11 of the Securities Act). Because recharacterizing the offering as a primary offering on behalf of the Company has such
a significant impact, and a mischaracterization can have a chilling effect on the ability of smaller public companies, such as
the Company, to raise capital, the Company respectfully submits the relevant facts and circumstances which are set forth below.

Background

The Company is seeking to register 6,300,000
shares of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”), which were acquired
by the Selling Shareholders in several transactions that took place between July 2014 and December 2016, so that the Ordinary Shares
may be offered and sold by the Selling Shareholders from time to time. The total number of Ordinary Shares that the Company is
registering for resale in the Registration Statement represents approximately 18.23% of the Company’s outstanding shares.1

The following is a summary of the transactions
that led to the issuance of the Ordinary Shares to the Selling Shareholders and the registration thereof pursuant to the Registration
Statement.

 1 Based on 34,551,715 shares of the Company outstanding
as of February 7, 2017.

      2

History

An online travel agent company based
in India, the Company was incorporated as a private exempted company with limited liability in the Cayman Islands on December
15, 2005 and subsequently became a public company when it completed its Business Combination (defined below) with Terrapin 3
Acquisition Corporation (“Terrapin 3”), a special purpose acquisition company, on December 16, 2016. The
Business Combination is described below under “Business Combination Between the Company and Terrapin 3.” Terrapin
3 was formed in the State of Delaware on December 27, 2013 for the purpose of acquiring, through a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business
transaction, one or more operating businesses or assets (a “Potential Transaction”). On July 22, 2014,
Terrapin 3 consummated its initial public offering (the “Terrapin 3 IPO”) which comprised of 21,275,000
units, each unit consisting of one share of Terrapin 3 Class A common stock, par value $0.0001 per share (each, a
“Terrapin Share”), and one warrant to purchase one-half of one Terrapin Share. Simultaneously with the
closing of the Terrapin 3 IPO, Terrapin 3 completed the private placement of 12,000,000 warrants, certain of which warrants
were issued to MIHI LLC (“MIHI”) and Apple Orange LLC (“Apple Orange”), two of the
Selling Shareholders named in the Registration Statement. Terrapin 3 raised a total of net proceeds of $218,750,000 from the
Terrapin 3 IPO and concurrent private placement, which were placed in a trust account.

In connection with the Terrapin 3 IPO, MIHI
entered into a Forward Purchase Contract, dated July 16, 2014, which was subsequently amended on December 16, 2016 (the “Forward
Purchase Contract”), pursuant to which MIHI agreed to purchase 2,000,000 Terrapin Shares and 2,000,000 warrants to purchase
Terrapin Shares in a private placement for an aggregate purchase price of $20.0 million. MIHI’s obligation to consummate
the purchase pursuant to the Forward Purchase Contract was conditioned upon the consummation of a Potential Transaction. The Forward
Purchase Contract was amended to reduce the size of MIHI’s forward purchase commitment in light of the size of the Business
Combination and for the Company to assume the ongoing obligations under the Forward Purchase Contract since it, and not Terrapin
3, was going to be the surviving parent company upon the consummation of the Business Combination.

Business Combination Between the Company
and Terrapin 3

After the Terrapin 3 IPO in 2014, Terrapin
3's officers and directors commenced an active search for a Potential Transaction. In May 2016, the Company was identified as a
target for a Potential Transaction with Terrapin 3. After extensive arm’s length negotiations and due diligence investigations,
Terrapin 3 merged with and into the Company (the “Business Combination”), becoming a partially owned subsidiary
of the Company pursuant to the terms of a Business Combination Agreement, dated July 13, 2016 and as amended on September 28, 2016
(the “Business Combination Agreement”), by and among the Company, T3 Parent Corp., T3 Merger Sub Corp., Terrapin
3, MIHI (solely for the purposes set forth therein) and Shareholder Representative Services LLC. In the Business Combination, Terrapin
3 provided its stockholders with the opportunity to redeem all or a portion of their Terrapin Shares at a per-share price, payable
in cash, equal to the aggregate amount per-share then on deposit in Terrapin 3’s trust account, subject to certain limitations.

Under the Business Combination Agreement,
the closing of the Business Combination was subject to a number of conditions, including that the Terrapin 3 stockholders approve
the Business Combination and that Terrapin 3 have, in the aggregate, not less than the required minimum cash available for distribution
upon the consummation of the Business Combination (including the $20.0 million to be paid to Terrapin 3 by MIHI pursuant to the
terms of the Forward Purchase Contract). Terrapin 3’s directors, officers, advisors and their affiliates were permitted to
purchase Terrapin Shares or warrants in privately negotiated transactions or in the open market prior to the Business Combination,
subject to any tender offer rules or going-private rules under the Securities Exchange Act of 1934, as amended. The purpose of
such purchases were to have Terrapin 3’s directors, officers, advisors and their affiliates vote their shares in favor of
the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination and
satisfying the closing condition in the Business Combination Agreement that required Terrapin 3 to have, in the aggregate, not
less than the required minimum cash available for distribution upon consummation of the Business Combination.

      3

As part of the effort to help Terrapin 3
achieve the minimum cash requirement under the Business Combination Agreement, Apple Orange, Argyle Investors LLC, Candlemaker
Partners, LLLP and the Leight Family 1998 Irrevocable Trust, entities controlled by Nathan Leight, Terrapin 3’s then chairman,
purchased an aggregate of 1,841,500 Terrapin Shares in the open market as well as in a private transaction from a large stockholder
that had indicated its intent to redeem its Terrapin Shares in the Business Combination. In addition, We Deserve Better, LLC, another
entity controlled by Mr. Leight, agreed to purchase 158,500 of the Company’s Ordinary Shares directly from the Company in
a private placement pursuant to a subscription agreement.

In addition, the Company entered into a
subscription agreement, dated November 10, 2016, as amended on November 25, 2016 and December 3, 2016 (the “PIPE Subscription
Agreement), with Fuh Hwa Securities Investment Trust Co., Ltd. (“Fuh Hwa Investment”), in its capacity as
adviser to the Fuh Hwa Oriental Fund (“Fuh Hwa”), to obtain additional equity funding to ensure the successful
closing of the Business Combination. Pursuant to the PIPE Subscription Agreement, 2,300,000 Ordinary Shares of the Company were
sold to Fuh Hwa in a private placement transaction, commonly referred to as a private investment in public equity, or “PIPE,”
for an aggregate purchase price of $23.0 million. The closing of the PIPE was conditioned upon the closing of the Business Combination.

Given the different contexts in which the
Selling Shareholders acquired the Company’s Ordinary Shares, we have analyzed each of the factors enumerated in CDI 612.09
separately for each of the Selling Shareholders.

Analysis

Fuh Hwa Oriental Fund

Fuh Hwa was not an Affiliate of Terrapin
3 or the Company for Purposes of Rule 145(c)

Prior to its acquisition of the Ordinary
Shares pursuant to the PIPE Subscription Agreement, Fuh Hwa had no material relationship with Terrapin 3 or the Company, other
than the fact that Fuh Hwa Investment was a non-controlling shareholder of Terrapin 3. Fuh Hwa was neither controlled by, nor under
common control with, Terrapin 3 or the Company. Because Fuh Hwa was not a party to, or an affiliate of a party to, the Business
Combination, we do not believe that Fuh Hwa should be deemed to be an underwriter pursuant to Rule 145(c) of the Securities Act.

      4

Length of Time Fuh Hwa Has Held the Ordinary
Shares

On December 19, 2016, Fuh Hwa acquired the
2,300,000 Ordinary Shares in a bona fide private placement under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated
thereunder pursuant to the PIPE Subscription Agreement. The Staff’s “PIPEs” interpretation is found in Interpretation
116.19 (the “PIPEs Interpretation”) and provides that no minimum holding period is required where the Company
has completed the private transaction of all of the securities it is registering and the investor is at market risk at the time
of filing of the resale Registration Statement. The PIPEs Interpretation provides in relevant part that:

“In a PIPE transaction, a company
will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt
sale of the securities (or in the case of convertible securities, of the convertible security itself) to the investor, and the
investor is at market risk at the time of filing of the resale registration statement.”

The PIPEs Interpretation contemplates that
a valid secondary offering could occur immediately following the closing of the private placement. Because no specific holding
period is required for a PIPE transaction to be a valid secondary offering, we believe that Fuh Hwa’s holding of the Ordinary
Shares since December 19, 2016 is sufficient for a valid secondary offering.

This conclusion comports with longstanding
custom and practice in the PIPEs marketplace, where investors require that a registration statement be filed shortly after closing
(typically 30 days) and declared effective shortly thereafter (typically 90 days after closing). In this case, the PIPE Subscription
Agreement required the Company to file with the Commission no later than 15 days following the closing of the Business Combination
a registration statement registering for resale the 2,300,000 Ordinary Shares purchased by Fuh Hwa and to use commercially reasonable
efforts to cause such registration statement to be declared effective as soon as practicable thereafter. The Company filed the
Registration Statement a little over 30 days after the consummation of the Business Combination.

Circumstances Under Which the Securities
Were Acquired

As described above, Fuh Hwa purchased its
Ordinary Shares pursuant to the PIPE Subscription Agreement in a private transaction that was negotiated at arm’s length
by unaffiliated parties. In the PIPE Subscription Agreement, Fuh Hwa made extensive representations and warranties regarding its
investment intent, including representations that it was an “accredited investor” and that it was acquiring the Ordinary
Shares for its own account and not for the account of others, and not on behalf of any other account or person or with a view to,
or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Fuh Hwa also represented
that it understood that the shares would be subject to transfer restrictions and, as a result of such transfer restrictions, it
may not be able to readily resell its Ordinary Shares and may be required to bear the fin