Withdrawal of Registration Statement (rw)
December 22 2020 - 11:06AM
Edgar (US Regulatory)
YATRA ONLINE, INC.
Gulf Adiba, Plot No. 272
04th Floor, Udyog Vihar, Phase-II
Sector-20, Gurugram-122008, Haryana
India
December 22, 2020
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Lauren Nguyen and Irene Weisner
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RE:
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Yatra Online, Inc.
Registration Statement on Form F-4
Filed January 17, 2020
File No. 333-235964
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Ladies and Gentlemen:
Pursuant to Rule 477 (“Rule 477”) under
the Securities Act of 1933, as amended (the “Securities Act”), Yatra Online, Inc., a Cayman Islands exempted company
limited by shares (the “Registrant”), hereby requests that the Securities and Exchange Commission (the “Commission”)
consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrant’s
Registration Statement on Form F-4 filed with the Commission on January 17, 2020, File No. 333-235964, together
with all exhibits thereto (collectively, the “Registration Statement”).
The Registration Statement has not been declared effective by
the Commission. No securities were sold or will be sold under the Registration Statement. The Registrant submits this request for
withdrawal because the Registrant has terminated the agreement pursuant to which the filing of the Registration Statement was required.
Furthermore, the Registrant believes that the withdrawal of the Registration Statement is consistent with the public interest and
the protection of investors, as contemplated by paragraph (a) of Rule 477.
It is the Registrant’s understanding that this application
for withdrawal of the Registration Statement will be deemed granted at the time filed with the Commission unless, within fifteen
calendar days after such date, the Registrant receives notice from the Commission that this application will not be granted.
The Registrant also requests that all fees paid to the Commission
in connection with the filing of the Registration Statement be available for offset against future filing fees due for a subsequent
registration statement or registration statements filed by the Registrant, in accordance with Rule 457(p) of the Act.
Thank you for your assistance with this matter. If you have
any questions or comments concerning this request, please contact our legal counsel, Jocelyn M. Arel of Goodwin Procter LLP, at
(617) 570-1067.
[Signature page follows]
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Sincerely,
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YATRA
ONLINE, Inc.
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By:
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/s/ Dhruv Shringi
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Name: Dhruv Shringi
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Title: Chief Executive Officer
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