6-K - YTRA - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

Reportof Foreign Private Issuer

Pursuantto Rule 13a-16 or 15d-16

underthe Securities Exchange Act of 1934

June29, 2023

CommissionFile Number: 001-37968

YATRAONLINE, INC.

GulfAdiba, Plot No. 272,

4thFloor, Udyog Vihar, Phase-II,

Sector-20,Gurugram-122008, Haryana

India

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of 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): ☐

PartialPrepayment of the Loan and amendment to Material Agreement

On June 29, 2023, the Company has made a partial pre-payment of $1.6 million of the $10.0 million principal amount outstanding under the promissory note issued pursuant to the Note Purchase Agreement (as defined below) (the “Promissory Note”). Consequently, the principal amount outstanding under the Promissory Note has been reduced to $8.4 million, as of the date hereof.

Yatra Online, Inc. (the “Company,” “we” or “our”) and MAK Capital Fund, LP (“MAK”), an affiliate of Michael Kaufman, a member of our Board of Directors, entered into the First Amendment (the “First Amendment”) dated June 28, 2023 (the Effective Date) to the Note Purchase Agreement dated October 5, 2022, by and between the Company and MAK (“Note Purchase Agreement”) to increase the amount of indebtedness, the Company and the Subsidiaries (as defined in the Note Purchase Agreement) can incur without MAK’s consent, from $15,000,000 to $18,000,000 (subject to certain exclusions as provided in the Note Purchase Agreement as amended via the First Amendment).

The foregoing description of the First Amendment is only a summary and is qualified in its entirety by reference to the First Amendment attached hereto as Exhibit 99.1, which is incorporated herein by reference.

ExhibitIndex

Exhibit No.	Description
99.1	First Amendment to Note Purchase Agreement, dated June 28, 2023, between Yatra Online, Inc. and MAK Capital Fund, LP

SIGNATURES

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.

	YATRA ONLINE, INC.
Date:<br> June 30, 2023	By:	/s/ Dhruv Shringi
		Dhruv<br> Shringi
		Chief<br> Executive Officer

Exhibit99.1

FIRSTAMENDMENT

TOTHE NOTE PURCHASE AGREEMENTBETWEENYATRA ONLINE, INC.(“BORROWER”)ANDMAK CAPITAL FUND, LP (“HOLDER”)

This First Amendment to the Note Purchase Agreement dated October 05, 2022 (the “Purchase Agreement”) is made as of June 28, 2023 (the “Effective Date”), between the Borrower and Holder (the “First Amendment”).

WHEREAS, the Borrower and Holder desire to amend section 5.2(b)(i) of the Purchase Agreement to increase the amount of indebtedness the Borrower can incur without Holder’s consent from $15,000,000 (excluding the Loan and any existing indebtedness as of the date of Purchase Agreement) to $18,000,000 (excluding the Loan and any existing indebtedness as of the date of Purchase Agreement) as reflected in this First Amendment.

WHEREAS, pursuant to section 9.9 of the Purchase Agreement, the Purchase Agreement may be amended by an agreement in writing signed by the Borrower and Holder.

NOW,THEREFORE, in consideration of the mutual covenants, conditions and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.	Capitalized<br> terms used but not defined in this First Amendment shall have the meanings ascribed to them in the Purchase Agreement.
2.	Section<br> 5.2(b)(i) of the Purchase Agreement is hereby deleted in its entirety and replaced with the<br> following text:<br><br> <br><br><br> <br>“(i)<br> Restrictions on Indebtedness. Create, assume, or otherwise become remain obligated in respect of, or permit or suffer<br> to exist or to be created, assumed or incurred or to be outstanding, any (A) indebtedness or liability for borrowed money or for<br> the deferred purchase price of property or services; (B) obligations as lessee under capital leases exceeding $500,000, except capital<br> leases entered into in the ordinary course of business; (C) current liabilities in respect of unfunded vested benefits under any<br> benefits plan; (D) obligations under letters of credit, bankers’ acceptances, bank guarantees and surety bonds or similar instruments<br> issued for the account of any Person; (E) all guaranties, endorsements (other than for collection or deposit in the ordinary course<br> of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person,<br> or otherwise to assure a creditor against loss; or (F) obligations secured by any lien, other than Permitted Liens, on property owned<br> by the Borrower or any of its Subsidiaries, whether or not the obligations have been assumed (other than the obligations under the<br> Note) or guarantee obligations other than (1) indebtedness of the Borrower secured by purchase-money liens as permitted in Section<br> 5.2(b)(ii)(A) below, (2) accounts payable or other unsecured indebtedness to trade creditors for goods or services and current operating<br> liabilities (other than for borrowed money) in each case which are incurred in the ordinary course of business of the Borrower, (3)<br> extensions, refinancings, modifications, amendments and restatements of any items described in clauses (1), or (2), provided that<br> the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon the Borrower<br> and its Subsidiaries, as the case may be (including, the shortening of the maturity of any such indebtedness), (4) bank guarantees<br> provided by Borrower and the Subsidiaries in the ordinary course of business in an aggregate amount at any time outstanding not to<br> exceed $250,000 excluding any existing bank guarantees and (5) indebtedness evidenced by the Note. Notwithstanding the foregoing<br> restrictions, the Borrower and the Subsidiaries may borrow without the Holder’s consent up to an aggregate of $18,000,000 (excluding<br> the Loan and any existing indebtedness as of the date of the Purchase Agreement) for working capital and general corporate purposes.”
3.	After<br> the Effective Date, any reference to the Purchase Agreement shall mean the Purchase Agreement as amended by this First Amendment.
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4.	The<br> Purchase Agreement is amended only to the extent specifically set forth herein. Except as specifically amended hereby, the Purchase<br> Agreement shall remain unaltered and in full force and effect in accordance with its terms.
5.	This<br> First Amendment constitutes the sole agreement of the parties with respect to the transactions contemplated hereby and shall supersede<br> all oral negotiations and the terms of prior writings with respect thereto.
6.	No<br> determination by any court, governmental body or otherwise that any provision of this First Amendment is invalid or unenforceable<br> in any instance shall affect the validity or enforceability of (a) any other such provision or (b) such provision in any circumstance<br> not controlled by such determination. Each such provision shall be valid and enforceable to the fullest extent allowed by, and shall<br> be construed wherever possible as being consistent with, Applicable Law.

[SignaturePage Follows.]

INWITNESS WHEREOF, the undersigned have duly executed and delivered this First Amendment as of the Effective Date.

YATRAONLINE, INC., a Cayman Islands exempted company limited by shares, as Borrower
By:	/s/ Dhruv Shringi
Name:	Dhruv<br> Shringi
Title:	Chief<br> Executive Officer
MAK CAPITAL FUND, LP, as Holder
By:	/s/ Michael Kaufman
Name:	Michael<br> Kaufman
Title:	Managing<br> Member

[SignaturePage to First Amendment to the Note Purchase Agreement]