| Item 1. | |
| (a) | Name of issuer:
Yatra Online, Inc. |
| (b) | Address of issuer's principal executive offices:
1101 03, 11th Floor, Tower B
Unitech Cyber Park
Sector 39, Gurgaon, Haryana 122002
INDIA |
| Item 2. | |
| (a) | Name of person filing:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(i) Altai Capital Management, L.P., a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange Commission (the "Investment Manager"), which serves as the investment manager of certain investment funds (the "Funds") with respect to the Ordinary Shares, par value $0.0001 per share (the "Ordinary Shares") held in such Funds respective accounts;
(ii) Altai Capital Management, LLC, a Delaware limited liability company ("IMGP"), which serves as the general partner of Investment Manager with respect to the Ordinary Shares held in such Funds respective accounts; and
(iii) Mr. Rishi Bajaj, who serves as managing principal of Investment Manager and member of IMGP with respect to the Ordinary Shares held in the Funds respective accounts.
This Statement relates to the Ordinary Shares held for the account of Altai Capital Osprey, LLC, a Delaware limited liability company ("Osprey") and accounts separately managed by Investment Manager (the "Separately Managed Accounts"). Investment Manager serves as investment manager to each of Osprey and the Separately Managed Accounts. Investment Manager, IMGP and Mr. Bajaj are hereinafter sometimes collectively referred to as the Reporting Persons. Each of Investment Manager, IMGP and Mr. Bajaj may be deemed to have voting and dispositive power over the Ordinary Shares held for the account of Osprey and the Separately Managed Accounts. |
| (b) | Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is PO Box 15203, Irvine, CA 92623. |
| (c) | Citizenship:
(i) Investment Manager is a Delaware limited partnership;
(ii) IMGP is a Delaware limited liability company; and
(iii) Mr. Bajaj is a citizen of the United States of America. |
| (d) | Title of class of securities:
Ordinary Shares, par value $0.0001 per share |
| (e) | CUSIP No.:
G98338109 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of December 31, 2024, each of the Reporting Persons may be deemed the beneficial owner of 3,425,695 Ordinary Shares (approximately 5.5% of Ordinary Shares outstanding) held for the account of Osprey and the Separately Managed Accounts. There were 61,922,426 Ordinary Shares outstanding as of December 31, 2024 pursuant to information contained in the Yatra Online, Inc.'s Form 6-K filed on February 11, 2025. |
| (b) | Percent of class:
5.5 %
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| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Investment Manager: 0
IMGP: 0
Mr. Bajaj: 0
|
| | (ii) Shared power to vote or to direct the vote:
Investment Manager: 3,425,695
IMGP: 3,425,695
Mr. Bajaj: 3,425,695
|
| | (iii) Sole power to dispose or to direct the disposition of:
Investment Manager: 0
IMGP: 0
Mr. Bajaj: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Investment Manager: 3,425,695
IMGP: 3,425,695
Mr. Bajaj: 3,425,695
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See disclosure in Items 2 and 4 hereof. The Separately Managed Accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Ordinary Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof. |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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