[144] Crown Holdings Inc. SEC Filing

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.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Wells Fargo Clearing Services One North Jefferson Avenue St. Louis MO 63103	2000	213771.49	116392214	07/09/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	10/01/2015	Compensation	Issuer			2000	10/01/2015	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
James Miller 14025 Riveredge Drive, Suite 300 Tampa FL 33637	Crown Holdings, Inc.	06/11/2025	2500	247814.75
James Miller 140 Riveredge Drive, Suite 300 Tampa FL 33637	Crown Holdings, Inc.	07/02/2025	1000	104851.60

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

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.