RYDE Ryde Group Ltd

 

 

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 September 2024

 

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 ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On September 26, 2024, Ryde Group Ltd, a Cayman Islands exempted company (the “Company”), entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC, to act as the exclusive placement agent (the “Placement Agent”) on a best efforts basis in connection with an offering of 5,300,000 units (the “Units”), each Unit consisting of one Class A Ordinary Share, par value $0.0002 per share (the “Class A Ordinary Shares”) of Ryde, and one common warrant (the “Warrant”) to purchase one Class A Ordinary Share, at a price of $0.85 per Unit (the “Offering”). The Company also entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the purchasers named thereto and a warrant agency agreement (the “Warrant Agency Agreement”) with VStock Transfer LLC as the warrant agent in connection with the Offering. The Company issued a total of 5,300,000 Units pursuant to the prospectus included in the Company’s registration statement on Form F-1 (Registration No. 333-282076), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 13, 2024 and declared effective on September 25, 2024. The final prospectus was filed on September 27, 2024 (the “Final Prospectus”, and together with Form F-1, the “Registration Statement”). The Registration Statement relating to this Offering is available on the SEC’s website at www.sec.gov.

 

The Warrants have an initial exercise price of $0.85 per Class A Ordinary Share, subject to adjustments as discussed therein, are exercisable upon issuance and expire five years from the date of issuance. The Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding Class A Ordinary Shares.

 

The Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds raised in the Offering, and reimbursement for certain expenses. The Company also agreed that for six months from the closing date, it shall not issue or enter into any agreement to issue any Class A Ordinary Shares, file any registration statement without prior written consent of the Placement Agent, or effect or enter into any agreements to effect an issuance of securities involving a variable rate transaction.

 

The Offering was closed on September 27, 2024.

 

The Company intends to use the net proceeds of the Offering primarily for general corporate purposes, which may include information technology expenses, research and development expenses, capital expenditures and working capital. The Company may also use the net proceeds from the Offering to acquire, or invest in complementary businesses, technologies, products or assets. Pending use of the net proceeds, the Company intends to invest the proceeds in a variety of capital preservation instruments, including short-term, investment-grade, interest-bearing instruments.

 

The foregoing description of the Placement Agency Agreement, the Warrant, the Warrant Agency Agreement and the Securities Purchase Agreement are qualified in their entirety by reference to the full text of the forms of these agreements attached hereto as Exhibit 1.1, 4.1, 4.2 and 10.1, respectively, to this Report of Foreign Private Issuer on Form 6-K (this “Report”), and which are incorporated herein in their entirety by reference.

 

Pursuant to the Offering, on September 26, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release announcing the pricing of the Offering is furnished as Exhibit 99.1 hereto. On September 27, 2024, the Company issued a press release announcing the closing of the Offering. A copy of the press release announcing the closing of the Offering is furnished as Exhibit 99.2 hereto.

 

This Report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to our future activities, future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Registration Statement, and in other documents the Company files from time to time with the Commission. Any forward-looking statements speak only by the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report, except as required by law.

 

 

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: September 27, 2024	By:	/s/ Zou Junming Terence
	Name:	Zou Junming Terence
	Title:	Chairman of the Board of Directors and Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
1.1		Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to our Registration Statement on Form F-1 (File No. 333-282076), as amended, initially filed with the SEC on September 13, 2024)
4.1		Form of Class A Ordinary Share Purchase Warrant (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form F-1 (File No. 333-282076), as amended, initially filed with the SEC on September 13, 2024)
4.2		Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form F-1 (File No. 333-282076), as amended, initially filed with the SEC on September 13, 2024)
10.1		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.8 to our Registration Statement on Form F-1 (File No. 333-282076), as amended, initially filed with the SEC on September 13, 2024)
99.1		Pricing Press Release dated September 26, 2024
99.2		Closing Press Release dated September 27, 2024

 

 

 

 

Exhibit 99.1

 

Ryde Announces Pricing of $4.5 Million Public Offering

 

SINGAPORE, September 26, 2024 — (BUSINESS WIRE) — Ryde Group Ltd (NYSE American: RYDE) (“Ryde’’ or the “Company”), a leading technology platform for mobility and quick commerce headquartered in Singapore, today announced the pricing of a public offering (the “Offering”) of 5,300,000 units, with each unit consisting of one Class A Ordinary Share (the “Ordinary Shares”) and one warrant each exercisable into one Ordinary Share, for gross proceeds of approximately $4.5 million. Each unit was sold at an effective public offering price of $0.85. The warrants will be immediately exercisable at an exercise price of $0.85 and will expire five years from the date of issuance.

 

Maxim Group LLC is acting as the sole placement agent for the offering. The offering is expected to close on September 27, 2024, subject to customary closing conditions.

 

A registration statement on Form F-1, as amended (File No. 333-282076) relating to the Offering, has been filed with the Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on September 25, 2024. The Offering is being made only by means of a prospectus, forming part of the registration statement. Copies of the final prospectus related to the Offering may be obtained, when available, from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, New York 10022, by email at syndicate@maximgrp.com, or by telephone at +1 (212) 895-3500. In addition, a copy of the final prospectus, when available, relating to the Offering may be obtained via the SEC’s website at www.sec.gov.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Ryde Group Ltd

 

Ryde is a super mobility app founded in Singapore and also the world’s FIRST on-demand carpooling app since 2014. As a publicly listed company on the NYSE American, FSE and XSTU, we are reimagining the way people and goods move around. We offer a full suite of services, including carpooling, private hire, taxi, and delivery, but what truly sets us apart is our commitment to empower our private-hire and taxi partners. We take 0% commission, ensuring that more of every hard-earned dollar goes to drivers on our platform. For more information, please visit https://rydesharing.com/ to learn more.

 

 

Contacts

 

For Media Relations:

Media Team

Ryde Group Ltd

Email: media@rydesharing.com

 

For Investor Relations:

Investor Relations Team

Ryde Group Ltd

Email: investor@rydesharing.com

 

Skyline Corporate Communications Group, LLC

Email: info@skylineccg.com

 

Forward-Looking Statements

 

Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and expectations on the timing and completion of the offering. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the preliminary prospectus filed with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and Ryde Group Ltd specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

 

 

Exhibit 99.2

 

Ryde Announces Closing of $4.5 Million Public Offering

 

SINGAPORE, September 27, 2024 – Ryde Group Ltd (NYSE American: RYDE) (“Ryde” or the “Company”), a leading technology platform for mobility and quick commerce headquartered in Singapore, today announced the closing of a public offering of an aggregate of 5,300,000 units (the “Units”), each unit consists of one Class A Ordinary Share, par value $0.0002 per share of Ryde, and one common warrant to purchase one Class A Ordinary Share. The common warrants will have an exercise price of $0.85 per share, are exercisable immediately and will expire five years following the date of issuance.

 

Gross proceeds from the Offering, before deducting the placement agent’s fees and other offering expenses, are approximately $4.5 million. The closing of the offering has occurred on September 27, 2024, subject to the satisfaction of customary closing conditions.

 

Maxim Group LLC is acting as sole placement agent in connection with this offering.

 

The securities described above are being offered pursuant to a registration statement on Form F-1 (File No. 333-282076) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on September 25, 2024. The offering is being made only by means of a prospectus which is a part of the Registration Statement. The final prospectus relating to this offering was filed with the SEC on September 27, 2024, and copies may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

About Ryde Group Ltd

 

Ryde is a super mobility app founded in Singapore and also the world’s FIRST on-demand carpooling app since 2014. As a publicly listed company on the NYSE American, FSE and XSTU, we are reimagining the way people and goods move around. We offer a full suite of services, including carpooling, private hire, taxi, and delivery, but what truly sets us apart is our commitment to empower our private-hire and taxi partners. We take 0% commission, ensuring that more of every hard-earned dollar goes to drivers on our platform. For more information, please visit https://rydesharing.com/ to learn more.

 

Contacts

For Media Relations:

Media Team

Ryde Group Ltd

Email: media@rydesharing.com

 

 

For Investor Relations:

Investor Relations Team

Ryde Group Ltd

Email: investor@rydesharing.com

 

Skyline Corporate Communications Group, LLC

Email: info@skylineccg.com

 

FORWARD-LOOKING STATEMENTS

 

Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and other factors discussed in the “Risk Factors” section of the final prospectus filed with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and Ryde Group Ltd specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

 

 

 

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