elf Beauty SEC Filings

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.