6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of February 2021

Commission File Number 001-34837

MAKEMYTRIP LIMITED

(Translation of registrant’s name into English)

19^th^Floor, Building No. 5

DLF Cyber City

Gurugram, India, 122002

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Other Events

Proposed offering of convertible senior notes

On February 3, 2021, MakeMyTrip Limited issued a press release announcing a proposed offering of $175 million principal amount of convertible senior notes (the “notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release dated February 3, 2021 is attached hereto as Exhibit 99.1.

Trip.com’s preemptive rights in connection with the proposed offering

Under the terms of issue of our Class B shares, if we issue voting securities (such as our ordinary shares), Trip.com Group Limited (“Trip.com”) has the right to subscribe for and purchase additional Class B shares from us in such amount as will cause the percentage of voting power of Trip.com and its affiliates, after giving pro forma effect to such new issuance of voting securities and purchase of Class B shares, to be equal to the percentage of voting power of Trip.com as calculated immediately prior to the consummation of such new issuance of voting securities and purchase of Class B shares, and to otherwise preserve and maintain the relative voting and distribution rights of Trip.com, based on Trip.com’s total voting power. As of December 31, 2020, Trip.com beneficially owned 16.72% of our issued and outstanding ordinary shares and 100.0% of our issued and outstanding Class B Shares, together representing an aggregate 48.46% of the total voting power in our company.

Under the terms of issue of our Class B shares, the price payable in connection with the exercise of such pre-emptive rights by Trip.com shall be the same price offered to all other investors participating in such issuance. In connection with any issuance of ordinary shares following the exercise of conversion rights by holders of the notes, Trip.com has the right to exercise its pre-emptive rights to subscribe for and purchase additional Class B shares at the then-effective conversion price (being $1,000 divided by the then-effective conversion rate).

Under the terms of issue of our Class B shares, we are required to provide a written notice to Trip.com following any issuance of ordinary shares following the exercise of conversion rights by any holder of the notes. In the event Trip.com elects to exercise its pre-emptive rights with respect to new Class B shares, it is ordinarily required to provide us with written notice of such election within 10 business days of receipt of such notification from us and consummate the purchase of such Class B Shares on the business day following their written notice. In connection with any issuance of ordinary shares following the exercise of conversion rights by holders of the notes, we have agreed with Trip.com that if the purchase by Trip.com of new Class B shares in accordance with the terms of issue of our Class B shares would in the good faith judgment of Trip.com be inconsistent with any applicable law, Trip.com shall be automatically entitled to defer its right to purchase such Class B shares at a later date on which the purchase by Trip.com of the new Class B shares would in the good faith judgment of Trip.com not be inconsistent with any applicable law.

EXHIBIT INDEX

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 3, 2021

mmyt-ex991_9.htm

MakeMyTrip Limited Announces Proposed Offering of $175 Million Convertible Senior Notes

Gurugram, India, February 4, 2021 / New York , February 3, 2021 MakeMyTrip Limited (Nasdaq: MMYT) (“MMYT” or the “Company”) today announced that it proposes to offer up to $175 million in aggregate principal amount of convertible senior notes due 2028 (the “Notes”) (the “Notes Offering”). The interest rate, the initial conversion rate and other terms of the Notes have not been finalized and will be determined at the time of pricing of the Notes Offering. The Company intends to grant to the initial purchasers in the Notes Offering a 30-day option to purchase up to an additional $25 million in aggregate principal amount of the Notes. The Notes Offering is subject to market conditions and other factors.

When issued, the Notes will be senior, unsecured obligations of the Company and will mature on February 15, 2028, unless earlier redeemed, repurchased or converted in accordance with their terms. The Notes will be convertible into ordinary shares of the Company, at the option of the holders, in integral multiples of $1,000 principal amount, at any time prior to the close of business on the second business day preceding February 15, 2028. The Company will not have the right to redeem the Notes prior to maturity, unless certain changes in tax law or related events occur. Holders of the Notes have the right to require the Company to repurchase for cash all or part of their Notes on February 15, 2024 and February 15, 2026 or in the event of certain fundamental changes, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding the relevant repurchase date.

We intend to use the net proceeds from the Notes Offering for working capital and other general corporate purposes.

The Notes and the ordinary shares deliverable upon conversion of the Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. They may not be offered or sold within the United States or to U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities, nor shall there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

This press release contains information about the pending Notes Offering, and there can be no assurance that the Notes Offering will be completed.

Safe Harbor Statement

This release contains certain statements concerning the Company’s future growth prospects and forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current expectations, assumptions, estimates and projections about the Company and its industry. These forward-looking statements are subject to various risks and uncertainties. Generally, these forward-

looking statements can be identified by the use of forward-looking terminology such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “project”, “seek”, “should” and similar expressions. Such statements include, among other things, quotations from management as well as MMYT’s strategic and operational plans. Among other things, the terms of the Notes and whether the Company will complete the Notes Offering contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, a slow-down of economic growth in India and the global economic downturn, general declines or disruptions in the travel industry, volatility in the trading price of MMYT’s shares, MMYT’s reliance on its relationships with travel suppliers and strategic alliances, failure to further increase MMYT’s brand recognition to obtain new business partners and consumers, failure to compete against new and existing competitors, failure to successfully manage current growth and potential future growth, risks associated with any strategic investments or acquisitions, seasonality in the travel industry in India and overseas, failure to successfully develop MMYT’s corporate travel business, damage to or failure of MMYT’s infrastructure and technology, loss of services of MMYT’s key executives, and inflation in India and in other countries. These and other factors are more fully discussed in the “Risk Factors” section of MMYT’s 20-F dated August 17, 2020, filed with the United States Securities and Exchange Commission. COVID-19, and the volatile regional and global economic conditions stemming from it, and additional or unforeseen effects from the COVID-19 pandemic, could also continue to give rise to or aggravate these risk factors, which in turn could continue to materially adversely affect our business, financial condition, liquidity, results of operations (including revenues and profitability) and/or stock price. Further, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us or that we currently do not consider to present significant risks to our operations. All information provided in this release is provided as of the date of issuance of this release, and MMYT does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

About MakeMyTrip Limited

We own and operate well recognized online travel brands, including MakeMyTrip, Goibibo and redBus. Through our primary websites, www.makemytrip.com, www.goibibo.com, www.redbus.in, and mobile platforms, travelers can research, plan and book a wide range of travel services and products in India as well as overseas. Our services and products include air ticketing, hotel and alternative accommodations bookings, holiday planning and packaging, rail ticketing, bus ticketing, car hire and ancillary travel requirements such as facilitating access to third-party travel insurance and visa processing.

We provide our customers with access to all major domestic full-service and low-cost airlines operating in India and all major airlines operating to and from India, a comprehensive set of domestic accommodation properties in India and a wide selection of properties outside of India, Indian Railways and all major Indian bus operators.

For more details, please contact:

Jonathan Huang

MakeMyTrip Limited

Vice President - Investor Relations

+1 (917) 769-2027

jonathan.huang@go-mmt.com