Ryde Group (RYDE) CEO poised for 84.4% voting control via Class B grant

Rhea-AI Filing Summary

Ryde Group Ltd has approved a major equity award to its Founder, Chairman and CEO, Terence Zou, linked to the company’s Ryde 2.0 transformation plan. The Board authorized the immediate issuance of 2,000,000 Class B Ordinary Shares to him in recognition of his role in completing a US$1.6 million Registered Direct Offering.

The Board also approved the potential allotment of up to 30,000,000 additional Class B Ordinary Shares, tied to performance milestones, including a planned US$40 million fundraising by June 30, 2026 and revenue growth in the first half of 2025 exceeding 20% versus the same period in 2024.

After the initial 2,000,000-share issuance, Mr. Zou will beneficially own 7,177,175 Class B shares, representing about 9.5% of total share capital and 51.1% of voting power, assuming 75,901,826 Ordinary Shares outstanding. If all 30,000,000 performance-based shares are issued, he would hold 37,177,175 Class B shares, or roughly 35.1% of share capital and 84.4% of voting power, on an assumed total of 105,901,826 Ordinary Shares.

Positive

• None.

Negative

• Potentially heavy dilution and control concentration: If all 30,000,000 performance-based Class B shares are issued, total Ordinary Shares would rise to 105,901,826 and the CEO would hold about 35.1% of share capital and 84.4% of voting power, materially diluting other holders’ relative influence.

Insights

Corporate governance and capital structure analyst

Large potential dilution and a move to founder super‑majority voting control.

Ryde Group is significantly reshaping its ownership and control structure by granting its CEO, Terence Zou, 2,000,000 Class B Ordinary Shares now and authorizing up to 30,000,000 additional Class B shares tied to performance. Each Class B share carries 10 votes versus one vote for Class A, so these awards mainly affect voting power rather than just economic ownership.

On the stated post-issuance baseline of 75,901,826 Ordinary Shares, Mr. Zou’s holdings rise to 7,177,175 Class B shares, giving him 51.1% of aggregate voting power. If all performance milestones are met and 30,000,000 more Class B shares are issued, total Ordinary Shares would be 105,901,826 and he would hold 37,177,175 Class B shares, or 35.1% of share capital and 84.4% of voting power. This would entrench founder control over major corporate decisions even if his economic stake remains a minority of total equity.

The milestones connect these awards to execution of Ryde 2.0: completing a planned US$40 million fundraising by June 30, 2026 and achieving revenue growth above 20% in the first half of 2025 versus the first half of 2024. Actual impact on existing holders will depend on whether these conditions are met and the terms of future capital raising that increases the share count to the levels described.

Form 6-K: How Foreign Companies Report to the SEC →

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 October 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 ☐

Issuance of Class B Ordinary Shares

On October 10, 2025, the Board of Directors of Ryde Group Ltd (the “Company”) has approved a strategic issuance of Class B Ordinary Shares to its Founder, Chairman, and Chief Executive Officer, Mr. Terence Zou, to accelerate the execution of the Company’s Ryde 2.0 transformation plan.

This initiative underscores the Board’s strong confidence in Ryde’s leadership and its bold pivot toward electric vehicles (EVs), fleet leasing, and new strategic partnerships that will strengthen recurring revenues, capital efficiency, and sustainability outcomes. These efforts form the cornerstone of Ryde 2.0, the Company’s next-generation mobility platform integrating ride-hailing, EV leasing, autonomous vehicle pilots, and digital asset initiatives.

Under this plan, on October 10, 2025, the Board of Directors approved the issuance of 2,000,000 Class B Ordinary Shares to Mr. Terence Zou in recognition of his significant contribution to the successful completion of the recent US$1.6 million Registered Direct Offering, a key step in reinforcing the Company’s capital base and positioning Ryde for its next phase of growth.

The Board has further authorized the allotment and issuance of up to 30,000,000 additional Class B Ordinary Shares to Mr. Terence Zou, tied to performance-based milestones aligned with Ryde’s long-term value creation goals:

(a)	the allotment and issuance of 28,000,000 Class B Ordinary Shares is contingent upon the successful completion of the Company’s planned US$40 million fundraising by June 30, 2026, directly supporting Ryde 2.0’s growth and financing roadmap, including EV fleet expansion and leasing operations; and
(b)	the allotment and issuance of 2,000,000 Class B Ordinary Shares is contingent upon confirmation that the Company’s revenue growth in the first half of 2025 exceeds 20% compared to the same period in 2024.

This structure aligns leadership incentives with shareholder outcomes, linking equity rewards to measurable execution and tangible business performance.

The Company’s share capital is divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary Shares are entitled to one vote per share, while holders of Class B Ordinary Shares are entitled to 10 votes per share. After the issuance of 2,000,000 Class B Ordinary Shares, Mr. Terence Zou will beneficially own an aggregate 7,177,175 Class B Ordinary Shares, which will constitute approximately 9.5% of the Company’s total issued and outstanding share capital and approximately 51.1% of the aggregate voting power, assuming the Company’s total issued and outstanding share capital is 75,901,826 Ordinary Shares, comprising 68,724,651 Class A Ordinary Shares and 7,177,175 Class B Ordinary Shares. Subsequently, upon the achievement of performance-based milestones and the issuance of all 30,000,000 Class B Ordinary Shares, Mr. Terence Zou will beneficially own an aggregate 37,177,175 Class B Ordinary Shares, which will constitute approximately 35.1% of the Company’s total issued and outstanding share capital and approximately 84.4% of the aggregate voting power, assuming the Company’s total issued and outstanding share capital is 105,901,826 Ordinary Shares, comprising 68,724,651 Class A Ordinary Shares and 37,177,175 Class B Ordinary Shares. The Class B Ordinary Shares are not listed on the NYSE American market.

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: October 10, 2025	By:	/s/ Zou Junming Terence
	Name:	Zou Junming Terence
	Title:	Chairman of the Board of Directors and Chief Executive Officer

FAQ

What did Ryde Group Ltd (RYDE) announce in this Form 6-K?

Ryde Group Ltd reported that its Board approved a strategic issuance of Class B Ordinary Shares to Founder, Chairman, and CEO Terence Zou, including 2,000,000 Class B shares issued immediately and authorization for up to 30,000,000 additional performance-based Class B shares tied to the Ryde 2.0 transformation plan.

How many Ryde Group Class B shares are issued to the CEO now, and why?

The Board approved the issuance of 2,000,000 Class B Ordinary Shares to CEO Terence Zou in recognition of his significant contribution to completing a recent US$1.6 million Registered Direct Offering, which the company describes as reinforcing its capital base for the next phase of growth.

What performance milestones trigger the additional 30,000,000 Ryde Group Class B shares?

The Board authorized up to 30,000,000 Class B Ordinary Shares for Terence Zou, of which 28,000,000 are contingent on successful completion of a planned US$40 million fundraising by June 30, 2026, and 2,000,000 depend on confirmation that revenue growth in the first half of 2025 exceeds 20% compared to the first half of 2024.

How will this share issuance affect Terence Zou’s ownership and voting control of Ryde Group?

After the immediate 2,000,000 Class B share issuance, Terence Zou will beneficially own 7,177,175 Class B shares, representing about 9.5% of total issued share capital and roughly 51.1% of aggregate voting power, assuming 75,901,826 Ordinary Shares outstanding. If all 30,000,000 additional performance-based Class B shares are issued, he would own 37,177,175 Class B shares, or around 35.1% of share capital and 84.4% of voting power on an assumed total of 105,901,826 Ordinary Shares.

What is the difference between Ryde Group’s Class A and Class B Ordinary Shares?

Ryde Group’s share capital consists of Class A and Class B Ordinary Shares. Holders of Class A Ordinary Shares are entitled to one vote per share, while holders of Class B Ordinary Shares are entitled to 10 votes per share. The company states that the Class B Ordinary Shares are not listed on the NYSE American market.

How does the Class B share plan relate to Ryde Group’s Ryde 2.0 strategy?

The company explains that the Class B share issuance is intended to accelerate execution of its Ryde 2.0 transformation plan, which focuses on electric vehicles, fleet leasing, new strategic partnerships, and integrating ride-hailing, EV leasing, autonomous vehicle pilots, and digital asset initiatives. The performance-based share milestones are aligned with fundraising and revenue growth targets that support this strategy.