TRTLU / TortoiseEcofin Acquisition Corp III - Units (1 Ord Share Class A & 1/4 War) - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

TRTLU / Terrapin 3 Acquisition Corporation / Weiss Asset Management LP Passive Investment

=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

TRTLU / Terrapin 3 Acquisition Corporation / BlueMountain Capital Management, LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* YATRA USA CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88104P203 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

TRTLU / Terrapin 3 Acquisition Corporation / DAVIDSON KEMPNER PARTNERS - YATRA USA CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Yatra USA Corp. (f/k/a Terrapin 3 Acquisition Corporation) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88104P104 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of This Statement) Check the

Terrapin 3 Acquisition 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36547 YATRA USA CORP. (Exact name of registrant as specified in its char

CERTIFICATE OF INCORPORATION Yatra USA Corp. ARTICLE I

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF Yatra USA Corp. ARTICLE I NAME The name of the corporation is Yatra USA Corp. (the ?Corporation?). ARTICLE II PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the ?DGCL?). In addition to the powers and privileges conferred

AMENDMENT TO FORWARD PURCHASE CONTRACT

Exhibit 10.2 AMENDMENT TO FORWARD PURCHASE CONTRACT AMENDMENT No. 1 (this ?Amendment?), dated as of December 16, 2016, to the Forward Purchase Contract (the ?Agreement?), dated as of July 16, 2014, between MIHI LLC, a Delaware limited liability company (?MIHI?), and Terrapin 3 Acquisition Corporation, a Delaware corporation (?Terrapin?). Capitalized terms used but not defined herein shall have the

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????????? Form 8-K ??????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2016 ??????????? YATRA USA CORP. (Exact name of registrant as specified in its charter) ??????????? Delaware 001-36547 46-4388636 (State or other

EXCHANGE AND SUPPORT AGREEMENT by and among YATRA ONLINE, INC. THE HOLDERS OF SHARES OF CLASS F COMMON STOCK OF TERRAPIN 3 ACQUISITION CORPORATION Dated December 16, 2016 TABLE OF CONTENTS

Exhibit 10.1 EXCHANGE AND SUPPORT AGREEMENT by and among YATRA ONLINE, INC. and THE HOLDERS OF SHARES OF CLASS F COMMON STOCK OF TERRAPIN 3 ACQUISITION CORPORATION Dated December 16, 2016 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 Defined Terms 1 Section 1.2 Terms Generally 3 Article II EXCHANGE RIGHT 4 Section 2.1 Exchange Right 4 Section 2.2 Exchange Right Procedures 4 Section 2.

Terrapin 3 Acquisition Corporation Completes Business Combination with Yatra Online

Exhibit 99.1 Terrapin 3 Acquisition Corporation Completes Business Combination with Yatra Online NEW YORK and Gurgaon, India, December 16, 2016 /PRNewswire/ Terrapin 3 Acquisition Corporation (NASDAQ: TRTL, TRTLU, TRTLW, ?TRTL?) today announced that it completed its business combination with Yatra Online, Inc. (?Yatra?), a rapidly growing, India-based online travel agent. The transaction was unani

FORFEITURE AGREEMENT

Exhibit 10.3 FORFEITURE AGREEMENT Terrapin 3 Acquisition Corporation December 16, 2016 1700 Broadway 18th Floor New York, NY 10022 Yatra Online, Inc. 1101-03, Tower B 11th Floor, Unitech Cyber Park Sector ? 39, Gurgaon ? 122 001 Re: Forfeiture Agreement Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in connection with that certain Amended and Restated Busines

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-43886

Terrapin 3 Acquisition Corporation Stockholders Approve Business Combination With Yatra Online, Inc.

Exhibit 99.1 Terrapin 3 Acquisition Corporation Stockholders Approve Business Combination With Yatra Online, Inc. NEW YORK and Gurgaon, India, December 13, 2016 /PRNewswire/ Terrapin 3 Acquisition Corporation (NASDAQ: TRTL, “TRTL”) announced today that TRTL’s stockholders have voted to approve the proposed business combination (the “Transaction”) with Yatra Online, Inc. (“Yatra”), which will resul

Other Events

8-K 1 v4545078k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Dela

Terrapin 3 Acquisition 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-438863

Terrapin 3 Acquisition DEFM14A

DEFM14A 1 v453617defm14a.htm DEFM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule

TRTLU / Terrapin 3 Acquisition Corporation / Polar Asset Management Partners Inc. - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 sch13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Terrapin 3 Acquisition Corporation (Name of Issuer) Class A common stock (Title of Class of Securities) 88104P104 (CUSIP Number) October 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

Terrapin 3 Acquisition 10-Q (Quarterly Report)

10-Q 1 v45110710q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number:

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-438863

PAGE 0 November 2016 Investor Presentation

Exhibit 99.1 PAGE 0 November 2016 Investor Presentation PAGE 1 Neither Terrapin 3 Acquisition Corporation (?Terrapin?) nor Yatra Online, Inc. (?Yatra?) nor any of their respective affiliat es make any representation or warranty as to the accuracy or completeness of the information contained in this presentation. This presentation has been prepared to ass ist interested parties in making their own

Terrapin 3 Acquisition 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-438863

PAGE 0 November 2016 Investor Presentation

Exhibit 99.1 PAGE 0 November 2016 Investor Presentation PAGE 1 Neither Terrapin 3 Acquisition Corporation (“Terrapin”) nor Yatra Online, Inc. (“Yatra”) nor any of their respective affiliat es make any representation or warranty as to the accuracy or completeness of the information contained in this presentation. This presentation has been prepared to ass ist interested parties in making their own

PAGE 0 October 2016 Investor Presentation

Exhibit 99.1 PAGE 0 October 2016 Investor Presentation PAGE 1 Neither Terrapin 3 Acquisition Corporation (“Terrapin”) nor Yatra Online, Inc. (“Yatra”) nor any of their respective affiliat es make any representation or warranty as to the accuracy or completeness of the information contained in this presentation. This presentation has been prepared to ass ist interested parties in making their own e

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-438863

PAGE 0 October 2016 Investor Presentation

Exhibit 99.1 PAGE 0 October 2016 Investor Presentation PAGE 1 Neither Terrapin 3 Acquisition Corporation (?Terrapin?) nor Yatra Online, Inc. (?Yatra?) nor any of their respective affiliat es make any representation or warranty as to the accuracy or completeness of the information contained in this presentation. This presentation has been prepared to ass ist interested parties in making their own e

Terrapin 3 Acquisition FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-438863

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388

AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT dated as of September 26, 2016 by and among YATRA ONLINE, INC., T3 PARENT CORP., T3 MERGER SUB CORP., TERRAPIN 3 ACQUISITION CORPORATION, MIHI LLC, solely for purposes of Article X, together with th

EX-2.1 2 v449826ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT dated as of September 26, 2016 by and among YATRA ONLINE, INC., T3 PARENT CORP., T3 MERGER SUB CORP., TERRAPIN 3 ACQUISITION CORPORATION, MIHI LLC, solely for purposes of Article X, together with the underlying provisions of this Agreement to the extent that they are impacted by Article X and SHAR

Terrapin 3 Acquisition FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388

AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT dated as of September 26, 2016 by and among YATRA ONLINE, INC., T3 PARENT CORP., T3 MERGER SUB CORP., TERRAPIN 3 ACQUISITION CORPORATION, MIHI LLC, solely for purposes of Article X, together with th

Exhibit 2.1 AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT dated as of September 26, 2016 by and among YATRA ONLINE, INC., T3 PARENT CORP., T3 MERGER SUB CORP., TERRAPIN 3 ACQUISITION CORPORATION, MIHI LLC, solely for purposes of Article X, together with the underlying provisions of this Agreement to the extent that they are impacted by Article X and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, of Terrapin 3 Acquisition Corp, is being filed, and all amendments thereto will be filed, on behalf of e

TRTLU / Terrapin 3 Acquisition Corporation / TD ASSET MANAGEMENT INC - SC 13G AMENDMENT NO. 2 Passive Investment

SC 13G Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Terrapin 3 Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) 88104P203 (CUSIP Number) August 31st, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636

TRTLU / Terrapin 3 Acquisition Corporation / Polar Asset Management Partners Inc. - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 sch13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Terrapin 3 Acquisition Corporation (Name of Issuer) Class A common stock (Title of Class of Securities) 88104P104 (CUSIP Number) July 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

TRTLU / Terrapin 3 Acquisition Corporation / Polar Asset Management Partners Inc. - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 sch13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Terrapin 3 Acquisition Corporation (Name of Issuer) Class A common stock (Title of Class of Securities) 88104P104 (CUSIP Number) July 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

Terrapin 3 Acquisition 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36547 TERRAPIN 3 ACQUISITION

AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION July 21, 2016

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION July 21, 2016 Terrapin 3 Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Terrapin 3 Acquisition Corporation”. The original certificate of inc

AMENDMENT NO. 1 TO THE trust agreement

Exhibit 10.1 AMENDMENT NO. 1 TO THE trust agreement This Amendment No. 1 (this ?Amendment?), dated as of July 21, 2016, to the Trust Agreement (as defined below) is made by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company (the ?Trustee?). All terms used but not defined herein shall have the meanings assigned to the

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 v4447958k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— De

PROMISSORY NOTE

Exhibit 10.2 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Terrapin 3 Acquisition Corporation Extends Date to Consummate Business Combination

Exhibit 99.1 Terrapin 3 Acquisition Corporation Extends Date to Consummate Business Combination NEW YORK and Gurgaon, India, July 22, 2016 /PRNewswire/ Terrapin 3 Acquisition Corporation (NASDAQ: TRTL, ?TRTL?) today announced that, in connection with the July 19, 2016 approval by TRTL stockholders to extend the date by which it must complete a business combination (the ?Extension?), holders of app

AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION July 21, 2016

EX-3.1 2 v444795ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION July 21, 2016 Terrapin 3 Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Terrapin 3 Acquisition Corpora

AMENDMENT NO. 1 TO THE trust agreement

Exhibit 10.1 AMENDMENT NO. 1 TO THE trust agreement This Amendment No. 1 (this ?Amendment?), dated as of July 21, 2016, to the Trust Agreement (as defined below) is made by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company (the ?Trustee?). All terms used but not defined herein shall have the meanings assigned to the

PROMISSORY NOTE

Exhibit 10.2 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Terrapin 3 Acquisition FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 (

Terrapin 3 Acquisition Corporation Extends Date to Consummate Business Combination

Exhibit 99.1 Terrapin 3 Acquisition Corporation Extends Date to Consummate Business Combination NEW YORK and Gurgaon, India, July 22, 2016 /PRNewswire/ Terrapin 3 Acquisition Corporation (NASDAQ: TRTL, “TRTL”) today announced that, in connection with the July 19, 2016 approval by TRTL stockholders to extend the date by which it must complete a business combination (the “Extension”), holders of app

Terrapin 3 Acquisition Corporation Shareholders Approve an Extension to Date to Consummate a Business Combination

Exhibit 99.1 Terrapin 3 Acquisition Corporation Shareholders Approve an Extension to Date to Consummate a Business Combination NEW YORK and Gurgaon, India, July 19, 2016 /PRNewswire/ Terrapin 3 Acquisition Corporation (NASDAQ: TRTL, ?TRTL?) today announced that it has received stockholder approval to extend the date by which it must complete a business combination to December 19, 2016 (the ?Extens

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 (

Terrapin 3 Acquisition Corporation Shareholders Approve an Extension to Date to Consummate a Business Combination

Exhibit 99.1 Terrapin 3 Acquisition Corporation Shareholders Approve an Extension to Date to Consummate a Business Combination NEW YORK and Gurgaon, India, July 19, 2016 /PRNewswire/ Terrapin 3 Acquisition Corporation (NASDAQ: TRTL, “TRTL”) today announced that it has received stockholder approval to extend the date by which it must complete a business combination to December 19, 2016 (the “Extens

Terrapin 3 Acquisition FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 (

[Signature Page to Follow]

Exhibit 10.1 Macquarie Capital (USA) Inc. A Member of the Macquarie Group of Companies 125 West 55th Street Telephone 1 212 231 1000 New York, NY 10019 Tollfree 1 800 648 2878 UNITED STATES Facsimile 1 212 231 1717 Internet www.macquarie.com July 13, 2016 Mr. Sanjay Arora Chief Executive Officer Terrapin 3 Acquisition Corporation 1700 Broadway, 18th Floor New York, NY 10019 Dear Mr. Arora: We refe

Terrapin 3 Acquisition Corporation 1700 Broadway 18th Floor New York, NY 10019

Exhibit 10.2 Terrapin 3 Acquisition Corporation 1700 Broadway 18th Floor New York, NY 10019 July 13, 2016 Deutsche Bank Securities Inc. 60 Wall Street, 2nd Floor New York, New York 10005 Re: Deferred Discount Reduction Ladies and Gentlemen: Reference is made to the following agreements: (i) the Underwriting Agreement, dated July 16, 2014 (the ?Underwriting Agreement?), between Terrapin 3 Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2016 TERRAPIN 3 ACQUISIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 (

BUSINESS COMBINATION AGREEMENT dated as of July 13, 2016 by and among YATRA ONLINE, INC., T3 PARENT CORP., T3 MERGER SUB CORP., TERRAPIN 3 ACQUISITION CORPORATION, MIHI LLC, solely for purposes of Article X, together with the underlying provisions of

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated as of July 13, 2016 by and among YATRA ONLINE, INC., T3 PARENT CORP., T3 MERGER SUB CORP., TERRAPIN 3 ACQUISITION CORPORATION, MIHI LLC, solely for purposes of Article X, together with the underlying provisions of this Agreement to the extent that they are impacted by Article X and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Shareholders’ Repres

Terrapin 3 Acquisition Corporation 1700 Broadway 18th Floor New York, NY 10019

Exhibit 10.2 Terrapin 3 Acquisition Corporation 1700 Broadway 18th Floor New York, NY 10019 July 13, 2016 Deutsche Bank Securities Inc. 60 Wall Street, 2nd Floor New York, New York 10005 Re: Deferred Discount Reduction Ladies and Gentlemen: Reference is made to the following agreements: (i) the Underwriting Agreement, dated July 16, 2014 (the ?Underwriting Agreement?), between Terrapin 3 Acquisiti

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 v4442888k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— De

[Signature Page to Follow]

Exhibit 10.1 Macquarie Capital (USA) Inc. A Member of the Macquarie Group of Companies 125 West 55th Street Telephone 1 212 231 1000 New York, NY 10019 Tollfree 1 800 648 2878 UNITED STATES Facsimile 1 212 231 1717 Internet www.macquarie.com July 13, 2016 Mr. Sanjay Arora Chief Executive Officer Terrapin 3 Acquisition Corporation 1700 Broadway, 18th Floor New York, NY 10019 Dear Mr. Arora: We refe

BUSINESS COMBINATION AGREEMENT dated as of July 13, 2016 by and among YATRA ONLINE, INC., T3 PARENT CORP., T3 MERGER SUB CORP., TERRAPIN 3 ACQUISITION CORPORATION, MIHI LLC, solely for purposes of Article X, together with the underlying provisions of

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated as of July 13, 2016 by and among YATRA ONLINE, INC., T3 PARENT CORP., T3 MERGER SUB CORP., TERRAPIN 3 ACQUISITION CORPORATION, MIHI LLC, solely for purposes of Article X, together with the underlying provisions of this Agreement to the extent that they are impacted by Article X and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Shareholders’ Repres

Investor presentation July 14, 2016

Exhibit 99.1 Investor presentation July 14, 2016 PAGE 1 Neither Terrapin 3 Acquisition Corporation (?Terrapin?) nor Yatra Online, Inc. (? Yatra ?) nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in the presentation. This presentation has been prepared to assi st interested parties in making their own evalua

Terrapin 3 Acquisition FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 (

Investor presentation July 14, 2016

Exhibit 99.1 Investor presentation July 14, 2016 PAGE 1 Neither Terrapin 3 Acquisition Corporation (?Terrapin?) nor Yatra Online, Inc. (? Yatra ?) nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in the presentation. This presentation has been prepared to assi st interested parties in making their own evalua

Terrapin 3 Acquisition FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????????? Form 8-K ??????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2016 ??????????? TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ??????????? Delaware 001-36547 46-4388636 (

Terrapin 3 Acquisition Corporation Announces Business Combination with Yatra Online, Inc.

Exhibit 99.1 Terrapin 3 Acquisition Corporation Announces Business Combination with Yatra Online, Inc. Yatra is one of the fastest growing online travel agents serving India, one of the world’s fastest growing economies The transaction will provide capital and financial flexibility intended to further accelerate Yatra’s growth Investor conference call scheduled for Thursday, July 14, at 10:00 a.m.

Financial Statements and Exhibits, Other Events

8-K 1 v4441738k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— De

Terrapin 3 Acquisition Corporation Announces Business Combination with Yatra Online, Inc.

Exhibit 99.1 Terrapin 3 Acquisition Corporation Announces Business Combination with Yatra Online, Inc. Yatra is one of the fastest growing online travel agents serving India, one of the world’s fastest growing economies The transaction will provide capital and financial flexibility intended to further accelerate Yatra’s growth Investor conference call scheduled for Thursday, July 14, at 10:00 a.m.

Terrapin 3 Acquisition FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 (

Terrapin 3 Acquisition DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 (

Terrapin 3 Acquisition DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 (

Terrapin 3 Acquisition Corporation Announces Intent to Convene and Adjourn its Special Meeting of Stockholders to July 19, 2016

EXHIBIT 99.1 Terrapin 3 Acquisition Corporation Announces Intent to Convene and Adjourn its Special Meeting of Stockholders to July 19, 2016 NEW YORK, July 11, 2016 /PRNewswire/ ? Terrapin 3 Acquisition Corporation (NASDAQ: TRTL, TRTLU, TRTLW) (the ?Company?) today announced that it intends to convene and then adjourn, without conducting any business, its special meeting of stockholders scheduled

Terrapin 3 Acquisition DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

Terrapin 3 Acquisition PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Terrapin 3 Acquisition FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36547 TERRAPIN 3 ACQUISITIO

Terrapin 3 Acquisition FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36547 TERRAPIN 3 ACQUISITION CORPO

TRTLU / Terrapin 3 Acquisition Corporation / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TERRAPIN 3 ACQUISITION CORPORATION (Name of Issuer) Class A common stock (Title of Class of Securities) 88104P104 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Terrapin 3 Acquisition SC 13G (Passive Acquisition of More Than 5% of Shares)

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Terrapin 3 Acquisition Corporation (Name of Issuer) Class A common stock (Title of Class of Securities) 88104P104 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the ru

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, of Terrapin 3 Acquisition Corp, is being filed, and all amendments thereto will be filed, on behalf of e

Terrapin 3 Acquisition SCHEDULE 13G/A (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

TRTLU / Terrapin 3 Acquisition Corporation / TD ASSET MANAGEMENT INC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Terrapin 3 Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) 88104P203 (CUSIP Number) December 31st, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

TRTLU / Terrapin 3 Acquisition Corporation / BlueMountain Capital Management, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TERRAPIN 3 ACQUISITION CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88104P203 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate

Submission of Matters to a Vote of Security Holders

8-K 1 v4266388k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2015 TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36547 46-4388636 (State or

Terrapin 3 Acquisition DEF 14A

DEF 14A 1 v424454def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36547 TERRAPIN 3 ACQUIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36547 TERRAPIN 3 ACQUISITION

TRTL / Terrapin 3 Acquisition Corporation / MACQUARIE GROUP LTD - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Terrapin 3 Acquisition Corporation (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 88104P 104 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36547 TERRAPIN 3 ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36547 TERRAPIN 3 ACQUISITION CORPO

TRTLU / Terrapin 3 Acquisition Corporation / FIR TREE INC. - TERRAPIN 3 ACQUISITION CORPORATION Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Terrapin 3 Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88104P104 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate

TRTLU / Terrapin 3 Acquisition Corporation / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TERRAPIN 3 ACQUISITION CORPORATION (Name of Issuer) Class A common stock (Title of Class of Securities) 88104P104 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

TRTL / Terrapin 3 Acquisition Corporation / Leight Nathan - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Terrapin 3 Acquisition Corporation (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 88104P 104 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

TRTLU / Terrapin 3 Acquisition Corporation / CAPSTONE INVESTMENT ADVISORS, LLC - SCHEDULE 13G HOLDINGS REPORT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Terrapin 3 Acquisition Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88104P203 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Rule 13d-1(b) o Rule 13d-1(c) o Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, of Terrapin 3 Acquisition Corp, is being filed, and all amendments thereto will be filed, on behalf of e

TRTLU / Terrapin 3 Acquisition Corporation / TD ASSET MANAGEMENT INC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Terrapin 3 Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) 88104P203 (CUSIP Number) December 31st, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

TRTLU / Terrapin 3 Acquisition Corporation / BlueMountain Capital Management, LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TERRAPIN 3 ACQUISITION CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88104P203 (CUSIP Number) Paul Friedman BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36547 TERRAPIN 3 ACQUIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36547 TERRAPIN 3 ACQUISITION C

TERRAPIN 3 ACQUISITION CORPORATION COMMON STOCK AND WARRANTS TO COMMENCE TRADING SEPARATELY ON AUGUST 18, 2014

Exhibit 99.1 TERRAPIN 3 ACQUISITION CORPORATION COMMON STOCK AND WARRANTS TO COMMENCE TRADING SEPARATELY ON AUGUST 18, 2014 NEW YORK, NY, August 15, 2014 /PRNewswire/ - Terrapin 3 Acquisition Corporation (the “Company”) (NASDAQ: TRTLU) today announced that the holders of the Company’s units may elect to separately trade the common stock and warrants underlying the units commencing August 18, 2014.

KPMG LLP

Exhibit 16.1 KPMG LLP 1350 Avenue of the Americas New York, NY 10019 Telephone 212 997 0500 Fax 212 730 6892 Internet www.us.kpmg.com August 15, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Ladies and Gentlemen: We were previously principal accountants for Terrapin 3 Acquisition Corporation and, under the date of July 28, 2014, we reported on the balance s

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2014 (August 14, 2014) TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36547 46-4388636 (State or other juris

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2014 (July 22, 2014) TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36547 46-4388636 (State or other jurisdict

TERRAPIN 3 ACQUISITION CORPORATION (a corporation in the development stage)

Exhibit 99.1 TERRAPIN 3 ACQUISITION CORPORATION (a corporation in the development stage) Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet F-3 Notes to Balance Sheet F-4 - F-11 F-1 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of Terrapin 3 Acquisition Corporation: We have audited the accompanying balanc

TRTLU / Terrapin 3 Acquisition Corporation / DAVIDSON KEMPNER PARTNERS - DAVIDSON KEMPNER PARTNERS Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Terrapin 3 Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88104P203 (CUSIP Number) July 17, 2014 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the

[Signature Page follows]

Terrapin 3 Acquisition Corporation July 16, 2014 590 Madison Avenue 35th Floor New York, NY 10022 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2014 (July 16, 2014) TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36547 46-4388636 (State or other jurisdict

[Signature Page follows]

Terrapin 3 Acquisition Corporation July 16, 2014 590 Madison Avenue 35th Floor New York, New York 10022 Re: Agreement among Sponsors Gentlemen: This letter (this “Letter Agreement”) is being executed and delivered in connection with the proposed underwritten initial public offering (the “Public Offering”) by Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”) of units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.

18,500,000 Units1 Terrapin 3 Acquisition Corporation UNDERWRITING AGREEMENT

Execution Version 18,500,000 Units1 Terrapin 3 Acquisition Corporation UNDERWRITING AGREEMENT July 16, 2014 Deutsche Bank Securities Inc.

Terrapin 3 Acquisition Corporation Announces Closing of Initial Public Offering

Terrapin 3 Acquisition Corporation Announces Closing of Initial Public Offering NEW YORK, July 22, 2014 /PRNewswire/ - Terrapin 3 Acquisition Corporation (NASDAQ:TRTLU) (the "Company") closed its initial public offering of 21,275,000 units, including 2,775,000 units issued pursuant to the full exercise by the underwriter of its over-allotment option.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TERRAPIN 3 ACQUISITION CORPORATION July 16, 2014

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION July 16, 2014 Terrapin 3 Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1.

TERRAPIN 3 ACQUISITION CORPORATION CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July 16, 2014

EX-4.4 4 v384363ex4-4.htm EXHIBIT 4.4 TERRAPIN 3 ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July 16, 2014 THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 16, 2014, is by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,

INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.3 6 v384363ex10-3.htm EXHIBIT 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 16, 2014 by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statem

Terrapin 3 Acquisition Corporation 590 Madison Avenue 35th Floor New York, NY 10022

Terrapin 3 Acquisition Corporation 590 Madison Avenue 35th Floor New York, NY 10022 July 16, 2014 Terrapin Partners, LLC 590 Madison Avenue 35th Floor New York, NY 10022 Re: Administrative Services Agreement Gentlemen: This letter will confirm our agreement that, commencing on the date the securities of Terrapin 3 Acquisition Corporation (the “Company”) are first listed on the NASDAQ Capital Marke

[Signature Page to Follow]

Macquarie Capital (USA) Inc. A Member of the Macquarie Group of Companies 125 West 55th Street Telephone 1 212 231 1000 New York, NY 10019 Tollfree 1 800 648 2878 UNITED STATES Facsimile 1 212 231 1717 Internet www.macquarie.com July 16, 2014 Mr. Sanjay Arora Chief Executive Officer Terrapin 3 Acquisition Corporation 590 Madison Avenue, 35th Floor New York, NY 10022 Dear Mr. Arora: In recognition

REGISTRATION RIGHTS AGREEMENT

EX-10.4 7 v384363ex10-4.htm EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 16, 2014, is made and entered into by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), Apple Orange LLC (“Apple Orange”), MIHI LLC (“MIHI”), Noyac Path LLC (“Noyac”), Periscope, LLC (“Periscope”) (collectively, the “Spon

SPONSOR WARRANTS PURCHASE AGREEMENT

SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 16, 2014 (as it may from time to time be amended and including all schedules referenced herein, this “Agreement”), is entered into by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and each of the purchasers that are signatories hereto (each, a “Purchaser” and collectively, the “Purchasers”).

Terrapin 3 Acquisition Corporation 590 Madison Avenue New York, NY 10022

Terrapin 3 Acquisition Corporation 590 Madison Avenue New York, NY 10022 July 16, 2014 MIHI LLC 125 West 55th Street New York, NY 10019 Re: Forward Purchase Contract Ladies and Gentlemen: We are pleased to accept the offer MIHI, LLC (the “Subscriber” or “you”) has made to purchase an aggregate of (i) 4,000,000 units (the “Units”) of Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), each Unit comprising one share of Class A Common Stock of the Company, par value $0.

Terrapin 3 Acquisition Corporation Announces Pricing of $185 Million Initial Public Offering

Terrapin 3 Acquisition Corporation Announces Pricing of $185 Million Initial Public Offering NEW YORK, July 17 , 2014 /PRNewswire/ - Yesterday Terrapin 3 Acquisition Corporation priced its initial public offering of 18.

[Signature Page Follows]

EX-10.10 10 v384363ex10-10.htm EXHIBIT 10.10 THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of July 16, 2014, is made and entered into by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Apple Orange LLC, MIHI LLC, Noyac Path LLC and Periscope, LLC (collectively, the “Sponsors”). RECITALS WHEREAS, the Company is engaged in an initial public

SUMMARY General Initial Business Combination Sourcing of Potential Business Combination Targets The Offering Risks SUMMARY FINANCIAL DATA RISK FACTORS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS USE OF PROCEEDS DIVIDEND POLICY DILUTION CAPIT

Filed Pursuant to Rule 424(b)(4) Registration No. 333-196980 PROSPECTUS TERRAPIN 3 ACQUISITION CORPORATION $185,000,000 18,500,000 Units Terrapin 3 Acquisition Corporation is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which

TRTL / Terrapin 3 Acquisition Corporation CORRESP - -

Terrapin 3 Acquisition Corporation 590 Madison Avenue 35th Floor New York, NY 10022 July 16, 2014 VIA EDGAR John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

TRTL / Terrapin 3 Acquisition Corporation S-1/A - - S-1/A

As filed with the Securities and Exchange Commission on July 15, 2014. Registration No. 333-196980 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Terrapin 3 Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 46-4388636 (State or other jurisdiction o

TRTL / Terrapin 3 Acquisition Corporation 8-A12B - - FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Terrapin 3 Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 46-4388636 (State of incorporation or organization) (I.R.S. employer identification no.) 590 Mad

TRTL / Terrapin 3 Acquisition Corporation CORRESP - -

July 16, 2014 VIA EDGAR John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

[Signature Page follows]

Exhibit 10.2 Terrapin 3 Acquisition Corporation , 2014 590 Madison Avenue 35th Floor New York, NY 10022 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Terrapin 3 Acquisition Corporation, a Delaware corporatio

[Signature Page Follows]

Exhibit 10.10 THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of [], 2014, is made and entered into by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Apple Orange LLC, MIHI LLC, Noyac Path LLC and Periscope, LLC (collectively, the “Sponsors”). RECITALS WHEREAS, the Company is engaged in an initial public offering (the “Offering”) pursuant

TRTL / Terrapin 3 Acquisition Corporation CORRESP - -

Terrapin 3 Acquisition Corporation 590 Madison Avenue, 35th Floor New York, New York 10022 July 15, 2014 Via EDGAR John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NW Washington, DC 20549 Re: Terrapin 3 Acquisition Corporation Amendment No.

TERRAPIN 3 ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK

Exhibit 4.2 NUMBER C NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 88104P 104 TERRAPIN 3 ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF TERRAPIN 3 ACQUISITION CORPORATION (THE “CORPORATION”) transferabl

Consent of ROB REDMOND

Exhibit 99.4 Consent of ROB REDMOND Terrapin 3 Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to bei

CODE OF ETHICS TERRAPIN 3 ACQUISITION CORPORATION

Exhibit 14 CODE OF ETHICS OF TERRAPIN 3 ACQUISITION CORPORATION 1. Introduction The Board of Directors (the “Board”) of Terrapin 3 Acquisition Corporation (the “Company”) has adopted this code of ethics (this “Code”), as amended from time by the Board and which is applicable to all directors, officers and employees of the Company to: • promote honest and ethical conduct, including the ethical hand

Consent of VICTOR MENDELSON

Exhibit 99.6 Consent of VICTOR MENDELSON Terrapin 3 Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents t

TERRAPIN 3 ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE WARRANT TO PURCHASE ONE-HALF OF ONE SHARE OF CLASS A COMMON STOCK

Exhibit 4.1 NUMBER UNITS U-[●] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 88104P 203 TERRAPIN 3 ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE WARRANT TO PURCHASE ONE-HALF OF ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Class A Co

PROMISSORY NOTE

Exhibit 10.13 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Terrapin 3 Acquisition Corporation 590 Madison Avenue 35th Floor New York, NY 10022

Exhibit 10.9 Terrapin 3 Acquisition Corporation 590 Madison Avenue 35th Floor New York, NY 10022 July [], 2014 Terrapin Partners, LLC 590 Madison Avenue 35th Floor New York, NY 10022 Re: Administrative Services Agreement Gentlemen: This letter will confirm our agreement that, commencing on the date the securities of Terrapin 3 Acquisition Corporation (the “Company”) are first listed on the NASDAQ

SPONSOR WARRANTS PURCHASE AGREEMENT

Exhibit 10.7 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [], 2014 (as it may from time to time be amended and including all schedules referenced herein, this “Agreement”), is entered into by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and each of the purchasers that are signatories hereto (each, a “Purchaser”

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July [], 2014, is made and entered into by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), Apple Orange LLC (“Apple Orange”), MIHI LLC (“MIHI”), Noyac Path LLC (“Noyac”), Periscope LLC (“Periscope”) (collectively, the “Sponsors”) and Terrapin Partners

INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.3 10 v383194ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July [], 2014 by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s regis

INDEMNITY AGREEMENT

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2014, by and between TERRAPIN 3 ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with a

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TERRAPIN 3 ACQUISITION CORPORATION July [__], 2014

Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION July [], 2014 Terrapin 3 Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Terrapin 3 Acquisition Corporation”. The original certificate of incorporation was fi

[Signature Page Follows]

Exhibit 10.10 THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of [], 2014, is made and entered into by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Apple Orange LLC, MIHI LLC, Noyac Path LLC and Periscope LLC (collectively, the “Sponsors”). RECITALS WHEREAS, the Company is engaged in an initial public offering (the “Offering”) pursuant t

TERRAPIN 3 ACQUISITION CORPORATION CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July [__], 2014

EX-4.4 7 v383194ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 TERRAPIN 3 ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July [], 2014 THIS WARRANT AGREEMENT (this “Agreement”), dated as of July [], 2014, is by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York c

Consent of JONATHAN KAGAN

EX-99.3 22 v383194ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Consent of JONATHAN KAGAN Terrapin 3 Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as am

TRTL / Terrapin 3 Acquisition Corporation S-1/A - - S-1/A

As filed with the Securities and Exchange Commission on July 11, 2014. Registration No. 333-196980 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Terrapin 3 Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 46-4388636 (State or other jurisdiction o

Consent of GEORGE BROKAW

Exhibit 99.5 Consent of GEORGE BROKAW Terrapin 3 Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to b

[Signature Page follows]

EX-10.2 9 v383194ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Terrapin 3 Acquisition Corporation , 2014 590 Madison Avenue 35th Floor New York, NY 10022 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Terrapin 3 Acqui

18,500,000 Units1 Terrapin 3 Acquisition Corporation UNDERWRITING AGREEMENT

18,500,000 Units1 Terrapin 3 Acquisition Corporation UNDERWRITING AGREEMENT July [●], 2014 Deutsche Bank Securities Inc.

July 11, 2014

Exhibit 16 July 11, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Ladies and Gentlemen: We have read Terrapin 3 Acquisition Corporation's statements included in this Registration Statement on Amendment No 2. to Form S-1 dated July 11, 2014 and are in agreement with the statements contained therein concerning our firm in response to Item 304(a) of Regulation

[Form of Warrant Certificate]

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW TERRAPIN 3 ACQUISITION CORPORATION Incorporated Under the Laws of the State of Delaware CUSIP 88104P 112 Warrant Certificate This Warrant Certificate certifies that , or registered assigns,

TERRAPIN 3 ACQUISITION CORPORATION AUDIT COMMITTEE CHARTER

Exhibit 99.1 TERRAPIN 3 ACQUISITION CORPORATION AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Terrapin 3 Acquisition Corporation (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: · Performing the Board’s oversight responsibilities as they relate to the Company’s accoun

EX-99.2

Exhibit 99.2 TERRAPIN 3 ACQUISITION CORPORATION CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS The following Compensation Committee Charter (the “Charter”) was adopted by the Board of Directors (the “Board”) of Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”) on the date indicated above. 1. Members. The Board shall appoint the members of the Compensation

TRTL / Terrapin 3 Acquisition Corporation CORRESP - -

CORRESP 1 filename1.htm Terrapin 3 Acquisition Corporation 590 Madison Avenue, 35th Floor New York, New York 10022 July 8, 2014 Via EDGAR John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NW Washington, DC 20549 Re: Terrapin 3 Acquisition Corporation Amendment No. 1 to Registration Statement on Form S-1 Filed June 27, 20

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Terrapin 3 Acquisition Corporation 590 Madison Avenue, 35th Floor New York, New York 10022 June 27, 2014 Via EDGAR John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NW Washington, DC 20549 Re: Terrapin 3 Acquisition Corporation Registration Statement on Form S-1 Filed June 23, 2014 File No.

TRTL / Terrapin 3 Acquisition Corporation S-1/A - - FORM S-1/A

As filed with the Securities and Exchange Commission on June 27, 2014. Registration No. 333-196980 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Terrapin 3 Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 46-4388636 (State or other jurisdiction o

[Signature Page follows]

Terrapin 3 Acquisition Corporation , 2014 590 Madison Avenue 35th Floor New York, New York 10022 Re: Agreement among Sponsors Gentlemen: This letter (this “Letter Agreement”) is being executed and delivered in connection with the proposed underwritten initial public offering (the “Public Offering”) by Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”) of units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.

Macquarie Capital (USA) Inc.

Exhibit 10.12 Macquarie Capital (USA) Inc. A Member of the Macquarie Group of Companies 125 West 55th Street Telephone 1 212 231 1000 New York, NY 10019 Tollfree 1 800 648 2878 UNITED STATES Facsimile 1 212 231 1717 Internet www.macquarie.com June 27, 2014 Mr. Sanjay Arora Chief Executive Officer Terrapin 3 Acquisition Corporation 590 Madison Avenue, 35th Floor New York, NY 10022 Dear Mr. Arora: I

BY LAWS TerrapIn 3 Acquisition Corporation (THE “CORPORATION”) ARTICLE I

BY LAWS OF TerrapIn 3 Acquisition Corporation (THE “CORPORATION”) ARTICLE I OFFICES Section 1.

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Terrapin 3 Acquisition Corporation 590 Madison Avenue, 35th Floor New York, New York 10022 June 23, 2014 Via EDGAR John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NW Washington, DC 20549 Re: Terrapin 3 Acquisition Corporation Draft Registration Statement on Form S-1 Submitted May 21, 2014 CIK No.

CERTIFICATE OF INCORPORATION Terrapin 3 Acquisition Corporation

CERTIFICATE OF INCORPORATION OF Terrapin 3 Acquisition Corporation The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows: FIRST: The name of the corporation is Terrapin 3 Acquisition Corporation (the “Corporation”).

Form of Securities Subscription Letter Agreement Terrapin 3 Acquisition Corporation 60 Edgewater Drive, Unit TSK Coral Gables, FL 33133

Form of Securities Subscription Letter Agreement Terrapin 3 Acquisition Corporation 60 Edgewater Drive, Unit TSK Coral Gables, FL 33133 December 31, 2013 [SUBSCRIBER] [SUBSCRIBER’S ADDRESS] [SUBSCRIBER’S ADDRESS] RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer [SUBSCRIBER] (the “Subscriber” or “you”) has made to purchase an aggregate of [UNIT COUNT] units (the “Units”) of Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company), each Unit comprising one share of common stock of the Company, par value $0.

FORM OF FORWARD PURCHASE CONTRACT Terrapin 3 Acquisition Corporation 590 Madison Avenue New York, NY 10022

FORM OF FORWARD PURCHASE CONTRACT Terrapin 3 Acquisition Corporation 590 Madison Avenue New York, NY 10022 May [●], 2014 MIHI LLC 125 West 55th Street New York, NY 10019 Re: Forward Purchase Contract Ladies and Gentlemen: We are pleased to accept the offer MIHI, LLC (the “Subscriber” or “you”) has made to purchase an aggregate of 4,000,000 units (the “Units”) of Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), each Unit comprising one share of Class A Common Stock of the Company, par value $0.

THIRD CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION TERRAPIN 3 ACQUISITION CORPORATION ______________________________________________________________________________

EX-3.4 5 v381747ex3-4.htm EX 3.4 THIRD CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION Terrapin 3 Acquisition Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. The Certificate of Incorporation of the Corporation is hereby amended by insert

PROMISSORY NOTE

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

FORM OF CANCELLATION OF WARRANTS

FORM OF CANCELLATION OF WARRANTS Reference is made to that certain Securities Subscription Agreement, dated as of December 31, 2013, pursuant to which [] (the “Holder”) purchased and was issued [] units, each consisting of one share of the Company’s common stock, par value $0.

FIRST CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION TERRAPIN 3 ACQUISITION CORPORATION ______________________________________________________________________________

FIRST CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION Terrapin 3 Acquisition Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1.

SECOND CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION TERRAPIN 3 ACQUISITION CORPORATION ______________________________________________________________________________

SECOND CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION Terrapin 3 Acquisition Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1.

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on June 23, 2014. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Terrapin 3 Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 46-4388636 (State or other jurisdiction of incorporation or organi

CERTIFICATE OF INCORPORATION Terrapin 3 Acquisition Corporation

CERTIFICATE OF INCORPORATION OF Terrapin 3 Acquisition Corporation The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows: FIRST: The name of the corporation is Terrapin 3 Acquisition Corporation (the “Corporation”).

Form of Securities Subscription Letter Agreement Terrapin 3 Acquisition Corporation 60 Edgewater Drive, Unit TSK Coral Gables, FL 33133

Form of Securities Subscription Letter Agreement Terrapin 3 Acquisition Corporation 60 Edgewater Drive, Unit TSK Coral Gables, FL 33133 December 31, 2013 [SUBSCRIBER] [SUBSCRIBER’S ADDRESS] [SUBSCRIBER’S ADDRESS] RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer [SUBSCRIBER] (the “Subscriber” or “you”) has made to purchase an aggregate of [UNIT COUNT] units (the “Units”) of Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company), each Unit comprising one share of common stock of the Company, par value $0.

BY LAWS TerrapIn 3 Acquisition Corporation (THE “CORPORATION”) ARTICLE I

BY LAWS OF TerrapIn 3 Acquisition Corporation (THE “CORPORATION”) ARTICLE I OFFICES Section 1.

FIRST CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION TERRAPIN 3 ACQUISITION CORPORATION ______________________________________________________________________________

FIRST CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION Terrapin 3 Acquisition Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1.

FORM OF FORWARD PURCHASE CONTRACT Terrapin 3 Acquisition Corporation 590 Madison Avenue New York, NY 10022

FORM OF FORWARD PURCHASE CONTRACT Terrapin 3 Acquisition Corporation 590 Madison Avenue New York, NY 10022 May [●], 2014 MIHI LLC 125 West 55th Street New York, NY 10019 Re: Forward Purchase Contract Ladies and Gentlemen: We are pleased to accept the offer MIHI, LLC (the “Subscriber” or “you”) has made to purchase an aggregate of 4,000,000 units (the “Units”) of Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), each Unit comprising one share of Class A Common Stock of the Company, par value $0.

SECOND CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION TERRAPIN 3 ACQUISITION CORPORATION ______________________________________________________________________________

SECOND CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION Terrapin 3 Acquisition Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1.

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This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential.

THIRD CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION TERRAPIN 3 ACQUISITION CORPORATION ______________________________________________________________________________

THIRD CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION Terrapin 3 Acquisition Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1.

FORM OF CANCELLATION OF WARRANTS

FORM OF CANCELLATION OF WARRANTS Reference is made to that certain Securities Subscription Agreement, dated as of December 31, 2013, pursuant to which [] (the “Holder”) purchased and was issued [] units, each consisting of one share of the Company’s common stock, par value $0.

PROMISSORY NOTE

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).