Item 7.01. Regulation FD Disclosure
.
Attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the form of presentation to be used
by Terrapin 3 Acquisition Corporation (the “Company”) in presentations for certain existing and potential stockholders
of the Company and other persons with respect to the Company’s proposed business combination (the “Transaction”)
with Yatra Online, Inc. (“Yatra”).
The foregoing, Exhibit
99.1, and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall
it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Additional information
In connection with
the proposed Transaction, Yatra filed with the SEC a Registration Statement on Form F-4 that includes a preliminary proxy statement/prospectus
that is both the proxy statement to be distributed to holders of the Company’s common stock in connection with the solicitation
by the Company of proxies for the vote by the stockholders on the Transaction as well as the prospectus covering the registration
of the Ordinary Shares issued in connection with the Transaction. The Company will mail the proxy statement/prospectus to its stockholders.
The Company’s stockholders are urged to read the proxy statement/prospectus regarding the Transaction when it becomes available
because it will contain important information regarding the Company, Yatra, the Transaction, the agreements related thereto and
related matters. When available, you will be able to obtain copies of all documents regarding the Transaction and other documents
filed by the Company or Yatra with the SEC, free of charge, at the SEC’s website (www.sec.gov) or by sending a request to
the Company, c/o Terrapin Partners, LLC, 1700 Broadway, 18
th
Floor, New York, NY 10019, or by calling the Company at
(212) 710-4100.
Participants in the Transaction
The Company and its
directors and officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect
to the proposed Transaction. A list of the names of those directors and officers and a description of their interests in the Company
is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March
1, 2016. Additional information regarding interests of such participants will be contained in the definitive proxy statement/prospectus
when available.
Yatra and its directors
and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in
connection with the proposed Transaction. A list of the names of such directors and officers and information regarding their interests
in the transaction will be included in the definitive proxy statement/prospectus for the transaction when available.
Forward-looking Statements
This report and the
information incorporated by reference herein may include certain forward-looking statements, including statements regarding the
expected effects on the Company and Yatra of the proposed Transaction, the anticipated timing and benefits of the Transaction,
the anticipated standalone or combined financial results of the Company or Yatra, the anticipated future growth of Yatra or the
markets it serves, and all other statements other than historical facts. Without limitation, any statements preceded or followed
by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,”
“will,” “likely,” “may,” “anticipates,” “estimates,” “projects,”
“should,” “would,” “expect,” “positioned,” “strategy,” “future,”
or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based
on the Company’s and Yatra’s managements’ current expectations or beliefs and are subject to uncertainty and
changes in circumstance and involve risks and uncertainties that could cause actual results to differ materially from those expressed
or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject
to change. Such risks, uncertainties and assumptions include: (1) the satisfaction of the conditions to the Transaction and other
risks related to the completion of the Transaction and actions related thereto; (2) the ability of the Company and Yatra to complete
the Transaction on anticipated terms and schedule, including the ability to obtain stockholder or regulatory approvals of the Transaction
and related transactions; (3) risks relating to any unforeseen liabilities of the Company or Yatra; (4) the amount of redemptions
made by the Company’s stockholders; (5) future capital expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, losses and future prospects; businesses and management strategies and the expansion and growth
of the operations of Yatra; (6) the risk that disruptions from the Transaction will harm Yatra’s business; and (7) other
factors detailed in the Company’s reports filed with the SEC, including its Annual Report on Form 10-K for the year ended
December 31, 2015 under the caption “Risk Factors.” Neither the Company nor Yatra is under any obligation to, and expressly
disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events,
changes in assumptions or otherwise, except as required by law.
Disclaimer
This communication
shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of any such jurisdiction.