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 |
