Ryde Group Ltd (RYDE) prices US$14M share offerings at US$0.36 per share

Rhea-AI Filing Summary

Ryde Group Ltd is raising new equity through two share offerings totaling US$14 million in gross proceeds. The company agreed to sell 33,334,000 Class A ordinary shares in a private placement at US$0.36 per share, for approximately US$12 million in gross proceeds, expected to close on or about December 9, 2025, subject to customary conditions. It also entered into a registered direct offering of 5,556,000 Class A ordinary shares at the same price, for approximately US$2 million in gross proceeds, expected to close on or about December 3, 2025. The registered offering uses an effective Form F-3 shelf registration statement, while the private placement relies on separate purchase agreements with institutional investors.

Insights

Equity Capital Markets Analyst

Ryde is raising US$14M via discounted equity, adding liquidity but diluting existing holders.

Ryde Group Ltd is using both a private placement and a registered direct structure to raise a combined US$14 million at US$0.36 per Class A ordinary share. The private placement covers 33,334,000 shares for about US$12 million, while the registered direct involves 5,556,000 shares for about US$2 million, each subject to customary closing conditions around early December 2025.

These transactions increase the company’s cash resources but also expand the share count, which typically dilutes existing shareholders’ percentage ownership. The registered component is issued off an already effective Form F-3 shelf, suggesting the company prepared in advance for potential capital needs, while the private placement uses separate negotiated agreements with investors. Actual impact on trading and ownership will depend on how and when the new shares are resold into the market after closing.

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 ☐

Information contained in this report

(a) Private Placement

On December 3, 2025, Ryde Group Ltd (the “Company”) entered into a securities purchase agreement (the “PIPE Purchase Agreement”) with several investors (the “PIPE Investors”), pursuant to which the Company agreed to issue and sell to the PIPE Investors, in a private offering, 33,334,000 Class A ordinary shares, par value US$0.0002 per share (the “Class A Ordinary Shares”), of the Company, at an offering price of US$0.36 per share (the “PIPE Offering”). The PIPE Offering is expected to close on or about December 9, 2025, subject to the satisfaction of customary closing conditions.

The aggregate gross proceeds to the Company from the PIPE Offering, before deducting estimated expenses payable by the Company, will be approximately US$12 million.

The PIPE Purchase Agreements contained customary representations and warranties of the Company and the PIPE Purchasers and customary indemnification rights and obligations of the parties. The foregoing summary of the PIPE Purchase Agreements do not purport to be complete and are subject to, and qualified in their entirety by, such document attached as Exhibit 99.3, to this Report on Form 6-K, which is incorporated herein by reference.

(b) Registered Direct Offering

On December 2, 2025, the Company entered into a securities purchase agreement (the “Registered Offering Purchase Agreement”) with several investors (the “RD Investors”), pursuant to which the Company agreed to issue and sell to the RD Investors, in a registered direct offering, 5,556,000 Class A Ordinary Shares, at an offering price of US$0.36 per share (the “Registered Offering”). The Registered Offering is expected to close on or about December 3, 2025, subject to the satisfaction of customary closing conditions.

The Class A Ordinary Shares described above are being offered and sold pursuant to a registration statement on Form F-3 (File No. 333-288587), which was initially filed with the Securities and Exchange Commission (the “Commission”) on July 9, 2025 and was declared effective by the Commission on September 2, 2025.

The aggregate gross proceeds to the Company from the Registered Offering, before deducting estimated expenses payable by the Company, will be approximately US$2 million.

Attached to this report on Form 6-K as Exhibit 99.2 is a copy of the Securities Purchase Agreement.

Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release of the Company dated December 3, 2025 titled “Ryde Announces Pricing of US$14 Million Offerings - Comprising US$12 Million Private Placement And US$2 Million Registered Direct Offering”.

EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of Harney Westwood & Riegels Singapore LLP regarding the validity of the securities being registered and certain Cayman Islands legal matters
23.1		Consent of Harney Westwood & Riegels Singapore LLP (included in Exhibit 5.1)
99.1		Press release dated December 3, 2025
99.2		Form of Securities Purchase Agreement (Registered Direct Offering)
99.3		Form of Securities Purchase Agreement (Private Placement)
99.4		Home Country Exemption Letter

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 3, 2025	By:	/s/ Zou Junming Terence
	Name:	Zou Junming Terence
	Title:	Chairman of the Board of Directors and Chief Executive Officer

FAQ

What capital is Ryde Group Ltd (RYDE) raising in the December 2025 offerings?

Ryde Group Ltd is raising a total of US$14 million in gross proceeds, consisting of a US$12 million private placement and a US$2 million registered direct offering of Class A ordinary shares.

How many new Ryde Group Ltd (RYDE) shares are being issued and at what price?

The company agreed to issue 33,334,000 Class A ordinary shares in a private placement and 5,556,000 shares in a registered direct offering, all priced at US$0.36 per share.

When are Ryde Group Ltd’s December 2025 offerings expected to close?

The registered direct offering is expected to close on or about December 3, 2025, and the private placement is expected to close on or about December 9, 2025, in each case subject to customary closing conditions.

What registration statement supports Ryde Group Ltd’s registered direct offering?

The registered direct offering of Class A ordinary shares is being made under Ryde Group Ltd’s effective Form F-3 registration statement (File No. 333-288587), initially filed on July 9, 2025 and declared effective on September 2, 2025.

Who are the investors in Ryde Group Ltd’s private placement and registered direct offering?

The private placement involves several PIPE Investors under a PIPE Purchase Agreement, while the registered direct offering involves several RD Investors under a separate securities purchase agreement. Specific investor names are not listed in this summary.

Where can investors find the detailed terms of Ryde Group Ltd’s December 2025 offerings?

Key documents include the Securities Purchase Agreement for the registered direct offering (Exhibit 99.2), the purchase agreement for the private placement (Exhibit 99.3), and a related press release titled “Ryde Announces Pricing of US$14 Million Offerings” (Exhibit 99.1).