The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F

FORM 13F COVER PAGE

OMB APPROVAL
OMB Number: 3235-0006
Estimated average burden
hours per response: 23.8

Report for the Calendar Year or Quarter Ended: 12-31-2021
Check here if Amendment X Amendment Number: 1
This Amendment (Check only one.): X is a restatement.
   adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: Altai Capital Management, L.P.
Address: 4675 MACARTHUR COURT
SUITE 1500
NEWPORT BEACH, CA  92660
Form 13F File Number: 028-14327

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:
Name: Rishi Bajaj
Title: Chief Investment Officer
Phone: 9493269612
Signature, Place, and Date of Signing:
/s/ Rishi Bajaj Newport BeachCA 03-11-2022
[Signature] [City, State] [Date]
Pursuant to Form 13F special Instruction 11, put options on this Form 13F-HR/A have been reported "in terms of the securities underlying the options" (i.e., notional value). This Form 13F-HR/A is being filed to restate an incorrect share count reported in the institutional investment manager's Form 13F filed on February 11, 2022 for the calendar year ended December 31, 2021.
Report Type (Check only one.):
X 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.)
   13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).)
   13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).)
Form 13F Summary Page
Report Summary:
Number of Other Included Managers: 0
Form 13F Information Table Entry Total: 13
Form 13F Information Table Value Total: 227,712
(thousands)
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report.
[If there are no entries in this list, state “NONE” and omit the column headings and list entries.]
NONE