Ryde Group (NYSE American: RYDE) shifts 1,365,225 Class B shares into Class A

Rhea-AI Filing Summary

Ryde Group Ltd reports that its board approved converting 1,365,225 Class B Ordinary Shares held by Octava Fund Limited into 1,365,225 Class A Ordinary Shares on a one-for-one basis. The Class B shares will be cancelled and the same number of Class A shares will be issued to Octava, bringing Octava’s holdings to 8,030,738 Class A Ordinary Shares. As a result, the number of outstanding Class A Ordinary Shares increases by 1,365,225 shares, and the company will have a total of 40,561,826 Ordinary Shares outstanding, including 35,384,651 Class A and 5,177,175 Class B shares. The founder and chief executive officer, Terence Zou, continues to beneficially own all Class B shares, representing approximately 12.77% of total share capital and approximately 52.06% of aggregate voting power.

Insights

Equity structure analyst

Ryde adjusts its share classes while maintaining founder voting control.

Ryde Group Ltd is converting 1,365,225 Class B Ordinary Shares held for Octava Fund Limited into the same number of Class A Ordinary Shares. This increases Class A shares outstanding by 1,365,225 while keeping total Ordinary Shares at 40,561,826 after the cancellation of the corresponding Class B shares.

The move shifts part of the equity from high-vote Class B into one-vote-per-share Class A, which is listed on NYSE American. However, founder and chief executive officer Terence Zou still beneficially owns all 5,177,175 remaining Class B shares, equating to approximately 12.77% of total share capital and about 52.06% of aggregate voting power.

This change modestly enlarges the Class A float through Octava’s increased holdings of 8,030,738 Class A shares, while leaving effective control with the founder due to the Class B voting structure. Future ownership disclosures may show how this adjusted mix influences trading dynamics in the Class A shares.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number: 001-41950

Ryde Group Ltd

Duo Tower, 3 Fraser Street, #08-21

Singapore 189352

+65-9665-3216

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Contents

On September 15, 2025, the Board of Directors of the Company adopted a resolution approving the conversion of 1,365,225 Class B Ordinary Shares currently held at the Company’s transfer agent under the ownership of Octava Fund Limited (“Octava”) to Class A Ordinary Shares.

The 1,365,225 Class B Ordinary Shares will be cancelled and an equivalent number of 1,365,225 Class A Ordinary shares will be issued to Octava on a one-for-one basis. Following the conversion, Octava will hold an aggregate of 8,030,738 Class A Ordinary Shares.

As a result of this conversion, the number of outstanding Class A Ordinary Shares of the Company will increase by 1,365,225 shares.

The Class A Ordinary Shares hold the voting right of one vote per share. The Company’s Class A Ordinary Shares are listed for trading on NYSE American.

Upon the completion of this conversion, the Company has a total of 40,561,826 Ordinary Shares issued and outstanding, including 35,384,651 Class A Ordinary Shares and 5,177,175 Class B Ordinary Shares. The Company’s founder, chairman of the board of directors and chief executive officer, Mr. Terence Zou, beneficially owns all of the Company’s issued and outstanding Class B Ordinary Shares, which constitute approximately 12.77% of the Company’s total issued and outstanding share capital and approximately 52.06% of the Company’s aggregate voting power.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Ryde Group Ltd
Date: September 15, 2025	By:	/s/ Zou Junming Terence
	Name:	Zou Junming Terence
	Title:	Chairman of the Board of Directors and Chief Executive Officer

FAQ

What share conversion did Ryde Group (RYDE) approve in September 2025?

The board approved converting 1,365,225 Class B Ordinary Shares held for Octava Fund Limited into 1,365,225 Class A Ordinary Shares on a one-for-one basis.

How does the conversion affect Ryde Groupb4s Class A and Class B share counts?

After the conversion, Ryde Group has 35,384,651 Class A Ordinary Shares and 5,177,175 Class B Ordinary Shares, for a total of 40,561,826 Ordinary Shares outstanding.

How many Ryde Group Class A shares does Octava Fund Limited hold after the conversion?

Following the conversion, Octava Fund Limited holds an aggregate of 8,030,738 Class A Ordinary Shares of Ryde Group.

Who controls Ryde Groupb4s Class B shares and voting power after the conversion?

Founder, chairman and chief executive officer Terence Zou beneficially owns all 5,177,175 Class B Ordinary Shares, representing about 12.77% of total share capital and approximately 52.06% of aggregate voting power.

Do Ryde Group Class A Ordinary Shares have voting rights and where are they listed?

Ryde Groupb4s Class A Ordinary Shares carry one vote per share and are listed for trading on the NYSE American exchange.