[6-K] Ryde Group Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Ryde Group Ltd reported that on July 2, 2026 it issued 10,500,000 Class B Ordinary Shares to its founder, chairman and CEO, Mr. Terence Zou, after he met performance-based milestones tied to prior financings. Those milestones were the successful completion of a $2 million registered direct offering on December 3, 2025, a $12 million private offering on December 9, 2025, and a $14.9 million private offering on April 13, 2026.

Following this issuance, Mr. Zou beneficially owns 30,177,175 Class B Ordinary Shares, representing about 16.74% of the company’s total issued and outstanding share capital and about 66.79% of aggregate voting power, based on 180,226,306 Ordinary Shares outstanding, of which 150,049,131 are Class A and 30,177,175 are Class B. Each Class B share carries 10 votes compared with one vote for each Class A share. The Class B Ordinary Shares are not listed on the NYSE American market.

Insights

Corporate governance and capital structure analyst

Large Class B grant significantly concentrates voting power with the founder.

The issuance of 10,500,000 Class B shares to CEO Terence Zou, each with 10 votes, raises his beneficial ownership to 30,177,175 Class B shares. Based on 180,226,306 Ordinary Shares outstanding, this corresponds to about 16.74% of share capital but about 66.79% of aggregate voting power.

This dual-class structure means Mr. Zou can effectively control most shareholder votes despite a smaller economic stake, which can support long-term strategic continuity but also reduces the influence of other shareholders. The grant is tied to specific financing milestones, linking control to prior capital-raising achievements rather than ongoing operating performance.

Key Figures

New Class B shares issued: 10,500,000 shares Registered direct offering: $2 million First private offering: $12 million +5 more

8 metrics

New Class B shares issued 10,500,000 shares Granted to founder, chairman and CEO on July 2, 2026

Registered direct offering $2 million Completed on December 3, 2025 as a performance milestone

First private offering $12 million Completed on December 9, 2025 as a performance milestone

Second private offering $14.9 million Completed on April 13, 2026 as a performance milestone

Total Class B shares held by CEO 30,177,175 shares Beneficial ownership after the new grant

Total share capital 180,226,306 Ordinary Shares Comprising 150,049,131 Class A and 30,177,175 Class B

CEO economic ownership 16.74% of share capital Beneficial ownership percentage after grant

CEO voting power 66.79% of aggregate votes Voting control after Class B issuance

Key Terms

Class B Ordinary Shares, registered direct offering, private offering, beneficially own, +1 more

5 terms

Class B Ordinary Shares financial

"The Company’s share capital is divided into Class A Ordinary Shares and Class B Ordinary Shares."

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

registered direct offering financial

"the successful completion of the Company’s $2 million registered direct offering on December 3, 2025"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

private offering financial

"the successful completion of the Company’s $12 million private offering on December 9, 2025"

A private offering is the sale of securities—such as shares or bonds—directly to a limited group of investors rather than through public markets or a broad auction. It matters to investors because it changes who owns the company and how much cash the business has available, which can dilute existing shareholders, affect share liquidity and price discovery, and signal strategic moves or funding needs; think of it as selling a batch of goods to a few trusted customers instead of opening a shop to everyone.

beneficially own financial

"Mr. Terence Zou will beneficially own an aggregate 30,177,175 Class B Ordinary Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

voting power financial

"which will constitute approximately 16.74% of the Company’s total issued and outstanding share capital and approximately 66.79% of the aggregate voting power"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

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

Available on EDGAR 07/02/2026 - 06:06 AM Accepted by SEC EDGAR 07/02/2026 - 06:05 AM Learn about SEC filing dates

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 July 2026

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 July 2, 2026, pursuant to the authorization of its Board of Directors on October 10, 2025, Ryde Group Ltd (the “Company”) issued 10,500,000 Class B Ordinary Shares of the Company, to its Founder, Chairman, and Chief Executive Officer, Mr. Terence Zou, following the satisfaction of the approved performance-based milestones. These performance-based milestones were achieved upon (a) the successful completion of the Company’s $2 million registered direct offering on December 3, 2025, (b) the successful completion of the Company’s $12 million private offering on December 9, 2025, and (c) the successful completion of the Company’s $14.9 million private offering on April 13, 2026.

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 10,500,000 Class B Ordinary Shares, Mr. Terence Zou will beneficially own an aggregate 30,177,175 Class B Ordinary Shares, which will constitute approximately 16.74% of the Company’s total issued and outstanding share capital and approximately 66.79% of the aggregate voting power, assuming the Company’s total issued and outstanding share capital is 180,226,306 Ordinary Shares, comprising 150,049,131 Class A Ordinary Shares and 30,177,175 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: July 2, 2026	By:	/s/ Zou Junming Terence
	Name:	Zou Junming Terence
	Title:	Chairman of the Board of Directors and Chief Executive Officer