UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
AMENDMENT NO. 2
to
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
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YATRA ONLINE, INC.
(Name of Subject Company)
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MAGNA HOLDINGS LTD.
(Offeror)
_____________________________
ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
_____________________________
G98338109
(CUSIP Number of Class of Securities)
_____________________________
Anita Mitesh Master
Magna Holdings Ltd.
Director of Operations
c/o Spearfin Ltd
4th Floor Standard Chartered Tower, Cybercity
19 Bank Street, Ebene 72201
Republic of Mauritius
+44 (756) 142-8939
(Name, Address and Telephone Number of Person Authorized
to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Scott N. Naturman
Gary J. Simon
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004
(202) 837-6000
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Not applicable. |
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Filing Party: |
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| Form or Registration No.: |
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Not applicable. |
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Date Filed: |
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Not applicable. |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which
the statement relates:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the
results of the tender offer. o
INTRODUCTORY STATEMENT
This Amendment No. 2 (this “Amendment
No. 2”) amends and supplements the Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission
(the “SEC”) on August 19, 2026, and amended and restated on September 11, 2026 (together with this Amendment No. 2, the “Schedule
TO”), by Magna Holdings Ltd., a British Virgin Islands private company limited by shares (the “Purchaser,” “Magna,”
“we” or “us”). The Schedule TO relates to the offer by the Purchaser to purchase up to 20,000,000 outstanding
ordinary shares, par value $0.0001 per share (the “Shares”), of Yatra Online, Inc. (the “Company”), at $1.10 per
Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Amended and Restated
Offer to Purchase, dated September 11, 2026, as amended by Amendment No. 1 thereto dated September 18, 2026 (collectively, the “Offer
to Purchase”), and in the related Letter of Transmittal, a copy of which Amendment No. 1 is attached hereto as Exhibit (a)(1)(i)(A).
The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect
to all the items of the Schedule TO.
Except as otherwise set forth in this Amendment
No. 2, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to
the items in this Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Item 12. Exhibits.
Item 12 is hereby amended by adding new
Exhibit (a)(1)(i)(A) thereto as follows:
| (a)(1)(i)(A) | Amendment No. 1 to Amended and Restated Offer to Purchase dated September 18, 2026. |
Amendments to the Other Exhibits in the Schedule TO.
All references in (A) the Form of Letter of Transmittal (including Guidelines
for Certification of Taxpayer Identification Number on IRS Form W-9); (B) the Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (Exhibit (a)(1)(iii) to the Schedule TO); (C) the Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(iv) to the Schedule TO); and (D) the Form of Summary Advertisement,
dated August 19, 2026 (Exhibit (a)(1)(vi) to the Schedule TO) to (1) “the Offer to Purchase, dated August 19, 2026” are hereby
amended and replaced with “the Amended and Restated Offer to Purchase, dated September 11, 2026 as amended on September 18, 2026”).
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 18, 2026
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MAGNA HOLDINGS LTD.
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| By: |
/s/ Anita Mitesh Master
Name: Anita Mitesh Master
Title: Director of Operations |
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| By: |
/s/ Tanuja Nair
Name: Tanuja Nair
Title: Director |
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| By: |
/s/ Bibi Nafichia Auckbaraullee
Name: Bibi Nafichia Auckbaraullee
Title: Director |
EXHIBIT INDEX
(a)(1)(i)(A) Amendment No. 1 to Amended and Restated Offer to Purchase dated September 18, 2026.
SCHEDULE A
Schedule A is hereby amended in its entirety to read in full as follows:
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| Name and Position |
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Principal
Occupation |
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Principal Business Address |
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Citizenship |
| Anita Mitesh Master, Director |
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Director of Operations |
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c/o Spearfin Ltd, 4th Floor Standard Chartered Tower, Cybercity, 19 Bank Street, Ebene 72201, Republic of Mauritius |
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British citizen |
Tanuja Nair,
Director |
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Director of Magna |
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4th Floor, Standard Chartered Tower, 19 Bank Street, Cybercity, Ebene 72201, Mauritius |
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Mauritian Citizen |
| Bibi Nafichia Auckbaraullee, Director |
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Director of Magna |
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4th Floor, Standard Chartered Tower, 19 Bank Street, Cybercity, Ebene 72201, Mauritius |
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Mauritian Citizen |
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Material occupations, positions, offices or employment during the past five years for each of the three above-named persons.
| Anita Mitesh Master |
| Dates of Occupation |
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Position |
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Organization & Country |
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Description
of Principal Business |
| September 2024 to Present |
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Operations Head |
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Capitis Advisors Ltd., UK |
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Management, advisory and consultancy services |
| December 2022 to Present |
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Director |
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Trufort Fund Limited, Mauritius |
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Fund based in Mauritius |
| June 2018 to Present |
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Director |
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GSV REO Limited, BVI |
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Investment activity |
| June 2013 to Present |
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Director |
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Hypnos Fund Limited, Mauritius |
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Fund based in Mauritius |
| December 2013 to August 2024 |
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Manager |
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Warden Baker UK Limited, UK |
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Management, advisory and consultancy services |
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| Tanuja Nair |
| Dates of Occupation |
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Position |
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Organization & Country |
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Description of Principal Business |
| May 2024 to Present |
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Director |
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Moorebay Capital Ltd |
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Management consultancy services |
| May 2020 to Present |
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Member, Investment Committee |
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AFRI LIFE Insurance Private Pension Plan |
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Pension fund administration |
| April 2020 to Present |
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Independent Director |
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Various FSC-regulated entities |
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Investment funds and financial services activities |
| January 2020 to Present |
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Independent Business Consultant |
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Self-employed |
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Business and management consultancy |
| June 2022 to January 2024 |
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Deputy Chief Executive Officer |
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Silver Bank Ltd |
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Banking and financial services |
| May 2020 to August 2022 |
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Director; Chairperson of the Corporate Governance & Remuneration Committee; Chairperson of the Compliance Committee |
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AFRI LIFE Insurance Ltd |
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Long-term insurance business |
| Bibi Nafichia Auckbaraullee |
| Dates of Occupation |
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Position |
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Organization & Country |
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Description of Principal Business |
| May 2026 to Present |
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Director of various entities administered by SpearFin Ltd |
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Various entities administered SpearFin Ltd |
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Corporate governance, fiduciary and investment holding activities |
| October 2024 to May 2026 |
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Head of Corporate |
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SpearFin Ltd |
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Corporate and fiduciary services |
| July 2016 to September 2024 |
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Senior Corporate Manager |
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Apex Fund Services (Mauritius) Ltd |
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Fund administration and corporate services |
