Ryde Group (NYSE: RYDE) grants 5.5M Class B shares, CEO holds 64% voting power

Rhea-AI Filing Summary

Ryde Group Ltd issued 5,500,000 Class B ordinary shares to its founder, chairman and CEO, Terence Zou, after he met performance milestones tied to a $10 million private offering and revenue growth in the first half of 2025 exceeding 20% versus the same period in 2024. The company states that proceeds from this fundraising will support its Ryde 2.0 roadmap, including expanding its electric vehicle fleet and leasing operations.

Following the grant, Zou beneficially owns 12,677,175 Class B shares, representing about 15.3% of total shares but approximately 64.4% of total voting power, reflecting the 10‑to‑1 voting rights of Class B relative to Class A. Total issued and outstanding share capital is 82,751,826 ordinary shares, split between 70,074,651 Class A and 12,677,175 Class B shares.

Positive

• Performance milestones achieved: CEO equity award was triggered by completing a $10 million private offering and delivering >20% revenue growth in the first half of 2025 versus 2024.
• Growth capital secured: The company states that proceeds from the private offering will support its Ryde 2.0 roadmap, including EV fleet expansion and leasing development.

Negative

• Increased voting concentration: After the issuance, the CEO controls about 64.4% of aggregate voting power while holding roughly 15.3% of total share capital, significantly limiting public shareholder influence.

Insights

Equity Analyst

Ryde rewards performance with super-voting shares, increasing CEO control.

Ryde Group has granted 5,500,000 Class B ordinary shares to CEO Terence Zou after achieving two milestones: completion of a $10 million private offering on October 20, 2025 and revenue growth in the first half of 2025 above 20% versus the first half of 2024. The company indicates that the fundraising will support its Ryde 2.0 growth and financing roadmap, including electric vehicle fleet expansion and leasing operations.

Class B shares carry 10 votes each versus one vote for Class A, so this grant materially strengthens insider voting control. After the issuance, Zou holds 12,677,175 Class B shares, equating to about 15.3% of total share capital but roughly 64.4% of aggregate voting power, based on 82,751,826 ordinary shares outstanding. This dual-class structure can stabilize strategic direction but also reduces the influence of public shareholders on governance decisions.

For valuation, the disclosed >20% revenue growth in early 2025 and the completed $10 million capital raise give context on business momentum and access to funding. The long-term implications will depend on how effectively the Ryde 2.0 investments in EVs and leasing translate into sustained growth and whether the concentrated voting power affects future governance and capital allocation outcomes.

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 December 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 December 2, 2025, pursuant to the authorization of its Board of Directors on October 10, 2025, Ryde Group Ltd (the “Company”) issued 5,500,000 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 $10 million private offering on October 20, 2025, and (b) confirmation that the Company’s revenue growth in the first half of 2025 exceeds 20% compared to the same period in 2024. The proceeds from this fundraising strengthen the Company’s capital position and direct support for the Ryde 2.0 growth and financing roadmap, including the expansion of the Company’s electric vehicle (EV) fleet and the development of its leasing operations.

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 5,500,000 Class B Ordinary Shares, Mr. Terence Zou will beneficially own an aggregate 12,677,175 Class B Ordinary Shares, which will constitute approximately 15.3% of the Company’s total issued and outstanding share capital and approximately 64.4% of the aggregate voting power, assuming the Company’s total issued and outstanding share capital is 82,751,826 Ordinary Shares, comprising 70,074,651 Class A Ordinary Shares and 12,677,175 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: December 2, 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 6-K?

Ryde Group Ltd announced that it issued 5,500,000 Class B ordinary shares to its founder, chairman and CEO, Terence Zou, after he met approved performance-based milestones.

What performance milestones triggered the new Class B share grant at Ryde Group (RYDE)?

The milestones were the successful completion of a $10 million private offering on October 20, 2025, and confirmation that first-half 2025 revenue grew by more than 20% compared with the same period in 2024.

How does the new issuance affect Terence Zou’s ownership and voting power in Ryde Group (RYDE)?

After receiving the 5,500,000 Class B shares, Terence Zou beneficially owns 12,677,175 Class B shares, representing about 15.3% of total share capital and roughly 64.4% of aggregate voting power.

What is the difference between Class A and Class B ordinary shares at Ryde Group (RYDE)?

Holders of Class A ordinary shares have one vote per share, while holders of Class B ordinary shares have 10 votes per share. Class B shares are not listed on the NYSE American market.

How many shares does Ryde Group (RYDE) have outstanding after this transaction?

Total issued and outstanding share capital is 82,751,826 ordinary shares, comprising 70,074,651 Class A ordinary shares and 12,677,175 Class B ordinary shares.

How will the fundraising linked to the CEO’s award be used by Ryde Group (RYDE)?

The company states that proceeds from the $10 million private offering will strengthen its capital position and support the Ryde 2.0 growth roadmap, including expanding its electric vehicle fleet and developing leasing operations.