Form NT 20-F - Notification of inability to timely file Form 20-F
31 Julho 2023 - 2:39PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC
FILE NUMBER
001-37968 |
CUSIP
NUMBER
G98338109 |
(Check
one): |
☐
Form 10-K |
☒
Form 20-F |
☐
Form 11-K |
☐
Form 10-Q |
☐
Form 10-D |
|
☐
Form N-CEN |
☐
Form N-CSR |
|
|
|
For
Period Ended: March 31, 2023 |
|
|
☐ |
Transition
Report on Form 10-K |
☐ |
Transition
Report on Form 20-F |
☐ |
Transition
Report on Form 11-K |
☐ |
Transition
Report on Form 10-Q |
|
|
For
the Transition Period Ended: ___________________________________ |
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I -REGISTRANT INFORMATION |
|
Yatra
Online, Inc. |
Full
Name of Registrant |
|
N/A |
Former
Name if Applicable |
|
Gulf
Adiba, Plot No. 272, 4th Floor, Udyog Vihar, Phase-II, Sector-20 |
Address
of Principal Executive Office (Street and Number) |
|
Gurugram-122008,
Haryana, India |
City,
State and Zip Code |
PART
II - RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
|
(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
|
|
|
☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10- K, Form 20-F, ll-K, Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and |
|
|
|
|
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III - NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
On
March 15, 2023, the registrant received a comment letter from the staff of the Securities and Exchange Commission relating to its Annual
Report on Form 20-F for the fiscal year ended March 31, 2022 (the “2022 20-F”) and responded to these comments on April 5,
2023. The registrant received a follow up comment letter from the SEC staff on June 23, 2023 and is currently working to resolve the
matters in this comment letter (the “SEC Examination”). The matters raised predominately focus on presentation of segment
reporting and Adjusted Revenue. The registrant has been working diligently to seek to resolve these matters; however, as a result of
the foregoing, the registrant was unable to complete and file its Annual Report on Form 20-F for the fiscal year ended March 31, 2023
(the “Form 20-F”) by the filing deadline of July 31, 2023. The registrant does not believe the changes necessary as a result
of the SEC Examination will impact its previously filed primary financial statements.
The
registrant currently anticipates filing the Form 20-F as promptly as practicable following the resolution of the matters note above;
however, there can be no assurance as to when the registrant will be able to file the Form 20-F, including whether or not it will be
able to do so within the extension period of fifteen calendar days of the original due date provided under Rule 12b-25 of the Securities
Exchange Act of 1934, as amended.
PART
IV - OTHER INFORMATION
(1) |
Name
and telephone number of person to contact in regard to this notification |
Dhruv
Shringi |
|
+91
124 |
|
4591700 |
(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
(2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
☒
Yes ☐ No |
|
|
(3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?
☒
Yes ☐ No |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
As a result of the matters discussed in Part III above and the ongoing
SEC Examination, the registrant is not yet able to make a reasonable estimate of any changes in its results of operations for the year
ended March 31, 2023 as compared to March 31, 2022.
Cautionary
Note Regarding Forward-Looking Statements
This
Form 12b-25 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including, without limitation, the registrant’s expectations as to the
timing of the Form 20-F filing and the registrant’s expectation that the changes necessary as a result of the SEC Examination will
not impact its previously filed primary financial statements.
These
forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements.
Factors that may cause future results to differ materially from management’s current expectations include, among other things,
the discovery of additional information relevant to the SEC Examination; the conclusions of management (and the timing of the conclusions)
concerning matters relating to the SEC Examination; the timing of the review by, and the conclusions of, the registrant’s independent
registered public accounting firm regarding the SEC Examination and the registrant’s financial statements; the possibility that
errors may be identified; and the risk that the completion and filing of the Form 20-F will take longer than expected. The registrant
disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information,
future events, or otherwise.
YATRA
ONLINE, INC.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
July 31, 2023 |
By: |
/s/
Dhruv Shringi |
|
Name: |
Dhruv
Shringi |
|
Title: |
Chief
Executive Officer |
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