[Form 4] Asana, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ryde Group Ltd (NYSE American: RYDE) has filed a Form F-3 shelf registration to give itself maximum flexibility to raise capital over the next three years.

• Primary shelf: up to US$100 million in Class A ordinary shares, debt securities, warrants, rights or units that may be sold directly, or through underwriters, dealers or agents.
• Rule 415 eligibility: the company’s public float is only US$4.768 million (14.9 million non-affiliate shares at US$0.32 on 7 Jul 2025). Under Instruction I.B.5, Ryde cannot sell more than one-third of that float (≈US$1.6 million) in any 12-month period until its market value exceeds US$75 million.
• Carry-over securities: (i) 5.3 million Class A shares issuable on exercise of warrants sold in the Sept 2024 follow-on offering; (ii) conversion of the prior Form F-1 registration (File No. 333-282076) into the new shelf.
• Resale component: 8.03 million Class A shares held by Octava Fund Ltd may be offered for secondary sale. Ryde will receive no proceeds.

The filing refreshes capital-raising capacity after a series of corporate actions:

• US$12 million IPO (Mar 2024) and US$4.5 million follow-on (Sept 2024).
• Secondary listings on Frankfurt and Stuttgart (Jun 2024) and several new subsidiaries (BVI and Singapore) to support expansion.
• 40 % stake in Atoll Discovery (Jun 2025) paid with 4.85 million Ryde shares.

Business snapshot. Ryde is a Cayman Islands holding company whose operating subsidiaries in Singapore run a “super mobility app” offering car-pooling, ride-hailing (RydeX, RydeXL, RydeLUXE, RydePET, RydeTAXI) and quick-commerce parcel delivery (RydeSEND). Key strengths cited include dual-segment platform, scalable technology and experienced management.

Key risks spelled out in the prospectus:

• Early-stage growth and continuing losses; profitability hinges on reducing driver/consumer incentives.
• Intense competition from Grab, Gojek, ComfortDelGro, Lalamove and others.
• Regulatory overhang (Platform Workers Act 2024, driver classification, data privacy, AML, LTA licensing).
• Micro-cap status (US$0.32 share price), potential NYSE American listing compliance challenges and dilution from warrants, resale shares and future offerings.
• Technology, cybersecurity and brand-reputation risks inherent in ride-hailing and delivery models.

Use of proceeds will be detailed in future prospectus supplements, but typical purposes include working capital, technology investments and potential acquisitions. The company’s ability to tap the full US$100 million depends on a significant improvement in market capitalization or uplisting.

Overall, the F-3 positions Ryde to raise incremental capital quickly, continue warrant coverage and permit shareholder liquidity, while highlighting substantial competitive, operational and regulatory headwinds that investors must weigh.

Positive

• US$100 million shelf registration provides flexible, low-cost access to capital markets for future growth.
• Combines prior F-1 warrants into the shelf, maintaining registration efficiency and avoiding duplicate fees.
• Secondary listing in Germany expands investor base and potential liquidity.
• Recent acquisitions and new subsidiaries demonstrate active expansion strategy beyond core ride-hailing.

Negative

• Micro-cap status (US$4.768 million float) severely limits near-term primary issuance to ≈US$1.6 million.
• Significant potential dilution: 5.3 million warrant shares plus 8.03 million resale shares atop any new issuance.
• Competitive pressure from larger regional players (Grab, Gojek) may force continued incentive spend and delay profitability.
• Regulatory uncertainties—new Platform Workers Act, data-privacy and LTA licensing—could raise costs or constrain the model.

Insights

Financial Analyst

TL;DR – Shelf unlocks flexible capital but dilution risk looms for tiny float.

The F-3 transforms Ryde’s capital stack by rolling warrants and a US$100 million shelf into one vehicle. Near-term primary issuance, however, is effectively capped at ~US$1.6 million under I.B.5 because the public float is just US$4.8 million. That means the filing is more about readiness than immediate cash. For a micro-cap in a cash-intensive ride-hailing model, the extra financing option is positive, but investors should expect incremental raises and dilution rather than a single large deal. Secondary resale of 8 million shares (≈37 % of current Class A count) could add to selling pressure. Credit metrics are not disclosed here; absent earnings visibility, Ryde may rely on equity. Net impact: strategically useful, financially neutral until the market cap grows.

Risk Analyst

TL;DR – Extensive risk factors underscore execution, regulatory and listing vulnerabilities.

Ryde’s prospectus lists over 40 specific risks, many structural: regulatory flux (Platform Workers Act, gig-economy rules), possible driver re-classification, cyber breaches, and a sub-US$1 share price bordering on NYSE American deficiency. The company’s reliance on incentives to stimulate usage collides with its need to conserve cash. A US$100 million shelf signals ambition but could overwhelm the float, especially with 5.3 million warrant shares and 8.03 million resale shares pending. For a business operating in one city, concentration risk is high. Until Ryde demonstrates sustained revenue growth and lower cash burn, the filing is more defensive than catalytic.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Moskovitz Dustin A.

(Last) (First) (Middle)

C/O ASANA, INC.

633 FOLSOM STREET, SUITE 100

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Asana, Inc. [ ASAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO, & Chair

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/07/2025		P(1)		224,217	A	$14.0429(2)	52,160,408	D
Class A Common Stock	07/08/2025		P(1)		225,000	A	$14.5961(3)	52,385,408	D
Class A Common Stock								4,147,046	I	See footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The purchases reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted September 5, 2024.

2. The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $13.81 to $14.19 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

3. The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $14.32 to $14.80 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

4. The shares are held of record by Dustin A. Moskovitz TTEE Dustin A. Moskovitz Trust DTD 12/27/05.

Remarks:

	/s/ Katie Colendich, Attorney-in-Fact	07/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What is Ryde Group’s (RYDE) shelf registration size?

The Form F-3 allows Ryde to issue up to US$100 million in securities over time.

How many shares could be sold by the existing shareholder?

Octava Fund Ltd may resell up to 8,030,738 Class A ordinary shares under the prospectus.

What is the public float limitation on new primary sales?

Because Ryde’s public float is only US$4.768 million, SEC Rule I.B.5 caps new primary sales to about US$1.6 million in any 12-month period.

How many shares are underlying outstanding warrants?

There are 5.3 million Class A shares issuable upon exercise of public warrants sold in Sept 2024.

Will Ryde receive proceeds from the resale shares?

No. The company will not receive any proceeds from Octava Fund’s resale, though it will bear certain registration expenses.

Where does Ryde conduct its core operations?

Operations are run by subsidiaries in Singapore; Ryde Group Ltd is a Cayman holding company.

Why is the filing important for investors?

It signals Ryde’s intent to raise additional capital, but also highlights dilution risk and extensive regulatory and competitive challenges.