424B5 1 form424b5.htm

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-288587

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED AUGUST 8, 2025)

Ryde Group Ltd

We are offering 5,556,000 Class A Ordinary Shares, par value US$0.0002 per Class A ordinary share (the “Class A Ordinary Share”), directly to certain investors, or the Investors, pursuant to this prospectus supplement and the accompanying base prospectus. The offering price of the Class A Ordinary Shares is US$0.36 per Class A Ordinary Share.

Our Class A Ordinary Shares are listed on the NYSE American, under the symbol “RYDE”. On October 24, 2025, the closing price for our Class A Ordinary Shares as reported on the NYSE American was US$0.60 per Class A share. The aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates on December 3, 2025 was US$42,029,791 based on 70,049,651 Class A Ordinary Shares issued and outstanding held by non-affiliates and per Class A Ordinary Share price of US$0.60 based on the closing sale price of our Class A Ordinary Share on October 24, 2025 as reported by NYSE American. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell our securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below US$75 million. During the 12 calendar months prior to and including the date of this prospectus, we have sold US$1,605,500 of our Class A Ordinary Shares pursuant to General Instruction I.B.5 of Form F-3.

Investing in our securities involves a high degree of risk and uncertainty. See “Risk Factors” beginning on page S-9 of this prospectus supplement, and page 9 of the accompanying base prospectus, and in our annual report on Form 20-F for the fiscal year ended on December 31, 2024, filed with the U.S. Securities and Exchange Commission, or the Commission, on April 28, 2025, or our “Annual Report” which is incorporated by reference herein, to read about the risks you should consider before purchasing our Class A Ordinary Shares.

We are offering our Class A Ordinary Shares directly to selected investors without the use of an underwriter, placement agent, or other intermediary. We are responsible for the costs and expenses of this offering. We expect that delivery of the Class A Ordinary Shares being offered pursuant to this prospectus supplement will be made to the investors on or about December 3, 2025, subject to customary closing conditions.

The date of this prospectus supplement December 3, 2025.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

		Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
PROSPECTUS SUPPLEMENT SUMMARY		S-2
CONVENTIONS AND FREQUENTLY USE TERMS		S-7
THE OFFERING		S-8
RISK FACTORS		S-9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-36
USE OF PROCEEDS		S-37
DIVIDEND POLICY		S-38
CAPITALIZATION		S-39
DILUTION		S-40
DESCRIPTION OF THE SECURITIES WE ARE OFFERING		S-41
PLAN OF DISTRIBUTION		S-42
ENFORCEABILITY OF CIVIL LIABILITIES		S-43
LEGAL MATTERS		S-44
WHERE YOU CAN FIND ADDITIONAL INFORMATION		S-46
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-47

BASE PROSPECTUS

		Page
ABOUT THIS PROSPECTUS		1
PROSPECTUS SUMMARY		2
CONVENTIONS AND FREQUENTLY USED TERMS		7
THE OFFERING		8
RISK FACTORS		9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA		36
USE OF PROCEEDS		37
DIVIDEND POLICY		38
CAPITALIZATION		39
SELLING SHAREHOLDER		40
DILUTION		41
PLAN OF DISTRIBUTION		42
PLAN OF DISTRIBUTION OF SELLING SHAREHOLDERS		44
ENFORCEABILITY OF CIVIL LIABILITIES		46
DESCRIPTION OF SHARE CAPITAL		48
DESCRIPTION OF DEBT SECURITIES		56
DESCRIPTION OF WARRANTS		60
DESCRIPTION OF RIGHTS		61
DESCRIPTION OF UNITS		62
TAXATION		63
LEGAL MATTERS		71
EXPERTS		72
FINANCIAL INFORMATION		73
WHERE YOU CAN FIND ADDITIONAL INFORMATION		73
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		74

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed with the Commission, utilizing a “shelf” registration process.

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering described herein and the securities offered hereby, and also adds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement and the base prospectus.

The second part, the base prospectus, gives more general information about securities we may offer from time to time, some of which do not apply to this offering. Generally, when we refer only to the prospectus, we are referring to both parts combined, and when we refer to the accompanying base prospectus, we are referring to the base prospectus.

If the description of this offering varies between this prospectus supplement and the accompanying base prospectus, you should rely on the information contained in this prospectus supplement. This prospectus supplement, the accompanying base prospectus and the documents incorporated into each by reference include important information about us, our Class A Ordinary Shares being offered and other information you should know before investing. You should read this prospectus supplement and the accompanying base prospectus together with the additional information described under the heading “Where You Can Find Additional Information” before investing in our Class A Ordinary Shares.

We have authorized only the information contained or incorporated by reference in this prospectus supplement, the accompanying base prospectus, and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not authorized anyone to provide you with information that is different. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. We are offering to sell our Class A Ordinary Shares only in jurisdictions where offers and sales are permitted. The information contained in or incorporated by reference in the prospectus is accurate only as of the date such information was issued, regardless of the time of delivery of the prospectus or the date of any sale of our Class A Ordinary Shares.

Unless otherwise indicated, all references to “dollars” and “US$” in this prospectus supplement are to, and amounts presented in, United States dollars and financial information presented in this prospectus supplement that is derived from financial statements incorporated by reference is prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP.

S-1

Prospectus Supplement Summary

This summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you should consider before investing in our securities. You should carefully read the prospectus, the information incorporated by reference and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information discussed under “Risk Factors” in this prospectus and the documents incorporated by reference and our financial statements and related notes that are incorporated by reference in this prospectus.

Overview

Our vision is to become a “Super mobility app” where multiple mobility tools can be accessed and function seamlessly out of a single app, offering ultimate convenience and reliability for our customers. We currently operate in Singapore, with our core businesses in the following segments: (i) mobility, where we provide on-demand and scheduled carpooling and ride-hailing services, matching riders to our driver partners; and (ii) quick commerce, where we provide on-demand, scheduled, and multi-stop parcel delivery services.

Mobility

Our mobility business segment includes carpooling and ride-hailing.

Carpooling refers to services that connect riders with driver partners who provide rides in a variety of vehicles, such as cars of different seating capacities. Carpooling is about sharing rides and is provided via our RydePOOL service in our mobile app. We launched carpooling through our RydePOOL service in Singapore. RydePOOL allows real-time, on-demand bookings as well as advance bookings via our Schedule Pickup function, and only allows seating capacity for one rider per request, while riders may have to share their ride with other riders.

Ride-hailing refers to services that connect riders with private-hire or taxi drivers, with the rider having the option to choose the type of ride from a variety of vehicles, such as cars of different seating capacities and make. We started off with only carpooling services, but ride-hailing services was a natural adjacency for us as we have the technology and the platform to enable it. Our ride-hailing services allow riders to determine the number of seats they require for the trip, and offers real-time, on-demand bookings as well as advance bookings and multi-stop options. We started to grow our offerings in this space and currently have the following different service offerings: RydeX, RydeXL, RydeLUXE, RydeFLASH, RydePET, and RydeTAXI services.

Quick Commerce

Quick Commerce is a package delivery booking service, which enables driver partners to accept bookings for package delivery services through our driver partner app. Our partners that fulfill deliveries range from driver partners to motorcyclists and walkers as well. Consumers can arrange for instant deliveries and cater for different package sizes. E-commerce businesses, Food and Beverage businesses and social sellers can utilize our last mile delivery services to their customers as an option as well. We provide our quick commerce service through our RydeSEND offering, which comprises of real-time on-demand, scheduled, and multi-stop parcel delivery services.

Recent Developments

On May 21, 2025, the Company received a notice from NYSE American indicating that the Company was not in compliance with the continued listing standards set forth in Sections 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”). Section 1003(a)(ii) applies if a listed company has stockholders’ equity of less than US$4.0 million and has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. The Company is also not currently eligible for any exemption in Section 1003(a) of the Company Guide from the stockholders’ equity requirements. As a result, the Company has become subject to the procedures and requirements of Section 1009 of the Company Guide and must submit a plan to NYSE American by June 20, 2025 addressing how the Company intend to regain compliance with Section 1003(a)(ii) of the Company Guide by November 21, 2026. On June 20, 2025, the Company submitted a plan to the NYSE American to regain compliance within the required timeframe. On August 5, 2025, the Company’s plan to regain compliance within the required timeframe was accepted by the NYSE American. In addition, although the plan has been accepted by NYSE American, if the Company is not in compliance with the continued listing standards by November 21, 2026, or if the Company does not make progress consistent with the plan during the plan period, the Company will be subject to delisting proceedings. The Company is subject to periodic NYSE American reviews, including quarterly monitoring for compliance with the plan.

On June 16, 2025, the Company, through its wholly-owned subsidiary, RCSR Pte Ltd (the “Purchaser”), acquired 40% of the paid-up and issued share capital of Atoll Discovery Pte. Ltd. from Steven Kwek Poh Song (the “Seller”). The consideration paid to the Seller by the Company, included in a Sale and Purchase Agreement, among the Company, Purchaser and Seller (the “SPA”), was 4,850,000 Class A shares of the Company.

On August 21, 2025, Barentsz Capital Ltd acquired 40% shareholding of RGT (BVI) Ltd.

On September 10, 2025, the Company completed a registered direct offering. In this offering, the Company issued 6,422,000 Class A Ordinary Shares at a price of US$0.25 per Class A Ordinary Share. The Company received gross proceeds in the amount of US$1.6 million.

S-2

On September 15, 2025, the Board of Directors of the Company adopted a resolution approving the conversion of 1,365,225 Class B Ordinary Shares currently held at the Company’s transfer agent under the ownership of Octava Fund Limited (“Octava”) to Class A Ordinary Shares. The 1,365,225 Class B Ordinary Shares will be cancelled and an equivalent number of 1,365,225 Class A Ordinary shares will be issued to Octava on a one-for-one basis. Following the conversion, Octava will hold an aggregate of 8,030,738 Class A Ordinary Shares.

On October 9, 2025, the Company completed a private offering. In this offering, the Company issued 33,340,000 Class A ordinary shares at a price of US$0.30 per Class A share. The Company received gross proceeds in the amount of US$10 million.

On October 10, 2025, the Company issued 2,000,000 Class B Ordinary Shares of the Company, to Mr. Terence Zou, the Chairman of the Board of Directors and Chief Executive Officer of the Company. 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. After such issuance, Mr. Terence Zou beneficially owns an aggregate 7,177,175 Class B Ordinary Shares.

On October 27, 2025, the Company announced it has received a warning letter from NYSE American LLC (the “Exchange”) dated October 24, 2025 regarding the Company’s compliance with Section 401(a) of the NYSE American Company Guide (the “Company Guide”).

On October 30, 2025, the Company wholly owned subsidiary, RCSR Pte. Ltd. (“RCSR”), has entered into a Notes Subscription and Debenture Agreement (the “Agreement”) with Singapore Electric Vehicles Pte Ltd (“SEV”). Pursuant to this Agreement, RCSR will subscribe for secured convertible notes issued by SEV with a principal amount of US$6.2 million (the “Notes”). The Notes have a tenor of twelve months and carry an interest rate of 8% per annum, payable semi-annually. The Notes are secured by a fixed charge over SEV’s assets. RCSR has the option to convert the outstanding notes into SEV equity at maturity. If RCSR chooses not to convert, SEV is obligated to repay the principal amount in full together with accrued interest.

Our Competitive Strengths

We believe that we are well-positioned to achieve our strategic goals through several key business strengths, including the following:

	●	Robust service offerings consisting of mobility and quick commerce;

	●	Unique commission structure enhances customer and driver retention;

	●	ability to scale as a platform;

	●	competitive technology; and

	●	experienced management and technical team.

Our Strategies

We intend to develop our business and strengthen brand loyalty by implementing the following strategies:

	●	actively expand service offering portfolio;

	●	expand our business to other countries through the continued replication of our successful business model; and

	●	expansion of our business through acquisitions, joint ventures or strategic alliances.

Risks and Challenges

Investing in our securities involves risks. The risks summarized below are qualified by reference to “Risk Factors” section of this prospectus, which you should carefully consider before making a decision to purchase the securities. If any of these risks actually occurs, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our Class A Ordinary Shares would likely decline, and you may lose all or part of your investment.

We believe some of the major risks and uncertainties that may materially and adversely affect us include the following:

Risks Relating to Our Business and Industry

	●	Our business is still in an early stage of growth. If our business does not continue to grow, or our aspirations to become a super mobility app do not materialize, grows slower than expected, fails to grow as large as expected, or fails to turn profitable, our business operations, financial performance, financial condition, results of operations and prospects could be materially and adversely affected.

	●	We face intense competition across the segments and in the market we serve.

	●	We may not be able to continue to raise sufficient capital or achieve or sustain profitability.

	●	Our ability to achieve profitability is dependent on our ability to reduce the amount of driver partner and consumer incentives we pay relative to the commissions and fees we receive for our services.

	●	Our business is subject to numerous legal and regulatory risks that could have an adverse impact on our business and prospects.

	●	Our brand and reputation are amongst our most important assets and are critical to the success of our business and our failure to maintain either or both could have an adverse impact on our business and prospects.

	●	If we fail to manage our growth effectively, our business operations, financial performance, financial condition, results of operations and prospects could be materially and adversely affected.

	●	If we are required to reclassify driver partners as employees or otherwise, or if driver partners and/or employees unionize, there may be adverse business, financial, tax, legal and other consequences.

S-3

	●	Security, privacy, or data breaches involving sensitive, personal or confidential information could expose us to liability under various laws and regulations, decrease trust in our platform, and increase the risk of litigation and governmental investigation.

	●	Improper, dangerous, illegal or otherwise inappropriate activity by consumers or driver partners or other third parties could harm our business and reputation and expose us to liability.

	●	We are subject to risks associated with strategic alliances and partnerships.

	●	We rely significantly on third-party cloud infrastructure services providers and any disruption of or interference with the use of our services could adversely affect our business operations, financial performance, financial condition, results of operations and prospects.

	●	The proper uninterrupted functioning of our highly complex technology platform is essential to our business.

	●	Our business depends upon the interoperability of our mobile app and platform with different devices, operating systems and third-party software that we do not control.

	●	If we do not adequately protect our intellectual property rights, or if third parties claim that we are misappropriating the intellectual property of others, we may incur significant costs and our business operations, financial performance, financial condition, results of operations and prospects may be adversely affected.

	●	We may not be able to make acquisitions or investments, or successfully integrate them into our business.

	●	Any failure by us or our third-party service providers to comply with applicable anti-money laundering or other related laws and regulations could damage our business operations, reputation, financial performance, financial condition, and results of operation, or subject us to other risks.

	●	We rely on our partnerships with financial institutions and other third parties for payment processing infrastructure and for the provision of services through our platform.

	●	Unfavorable media coverage could harm our business operations, financial performance, financial condition, results of operations and prospects.

	●	We rely on the Land Transport Authority of Singapore for the validity of certain licences.

	●	We depend on talented, experienced and committed personnel, including engineers, to grow and operate our business, and if we are unable to recruit, train, motivate and retain qualified personnel, particularly in the technology sector, our business operations, financial performance, financial condition, results of operations and prospects may be materially and adversely affected.

	●	Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved could expose us to monetary damages or limit the ability to operate our business.

	●	We track certain operating metrics with internal systems and tools and do not independently verify such metrics. Certain of our operating metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.

	●	Our use of open-source software (OSS) under restrictive licenses could: (i) adversely affect our ability to license and commercialize certain elements of our proprietary code based on the commercial terms of our choosing; (ii) result in a loss of our trade secrets or other intellectual property rights with respect to certain portions of our proprietary code; and (iii) subject us to litigation and other disputes.

	●	Increases in fuel, energy, and other costs could adversely affect us.

	●	We allow consumers to pay for rides through our platform using cash, which raises numerous operational and safety concerns.

	●	We have insurance coverage provided by third parties, and we are subject to the risk that this may be insufficient or that insurance providers may be unable to meet their obligations.

	●	We have plans to expand to other countries and are therefore subject to potential risks associated with operating and investing in these countries.

	●	Negative publicity, including those relating to any of our Directors, executive officers and principal shareholders, may adversely affect our share price.

	●	Natural events, wars, terrorist attacks and other acts of violence involving any of the countries in which we have plans to expand into in the future could adversely affect our operations.

S-4

Risks Relating to Our Securities

	●	We may not maintain the listing of our Class A Ordinary Shares on the NYSE American which could limit investors’ ability to make transactions in our Class A Ordinary Shares and subject us to additional trading restrictions.

	●	The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors.

	●	If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.

	●	Short selling may drive down the market price of our Class A Ordinary Shares.

	●	There can be no assurance that we will not be a passive foreign investment company for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences for U.S. investors who own our securities.

	●	We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

	●	We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

	●	As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE American corporate governance listing standards.

	●	We have incurred and will continue to incur significantly increased costs and devote substantial management time as a result of the listing of our Class A Ordinary Shares on the NYSE American.

	●	You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

	●	We are exposed to risks arising from fluctuations of foreign currency exchange rates.

	●	Future issuance of Shares by us and sale of Shares by our and/or by our existing shareholders may adversely affect the price of our Class A Ordinary Shares.

	●	Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.

	●	If securities or industry analysts do not publish or publish inaccurate or unfavorable research about our business, or if they adversely change their recommendations regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.

	●	The conversion of by the holders of Class B Ordinary Shares into Class A Ordinary Shares will result in a dilution of the percentage ownership of the existing holders of Class A Ordinary Shares within their class of ordinary shares.

	●	We may not be able to declare dividends in the future.

	●	This is a best efforts offering, no minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans.

In addition, we face risks and uncertainties related to our compliance with applicable regulations and policies in our principal markets and operations. See “Risk Factors” and other information included in this prospectus for a detailed discussion of the above and other challenges and risks.

S-5

Corporate History and Structure

The chart below sets out our corporate structure as of the date hereof.

(1)	On July 17, 2025, RGT (BVI) Ltd transferred to RCS (BVI) Ltd its 500,000 ordinary shares in RGTC Pte Ltd, following which RGTC Pte Ltd became a wholly-owned subsidiary of RCS (BVI) Ltd.
(2)	On July 18, 2025, RCS (BVI) Ltd transferred to RGT (BVI) Ltd its 1 ordinary share in the capital of Ryde Technologies Pte Ltd.
(3)	On August 21, 2025, RGT (BVI) Ltd issued additional shares to the Company and Barentsz Capital Limited such that 60% shareholding of RGT (BVI) Ltd is held by the Company and 40% shareholding of RGT (BVI) Ltd is held by Barentsz Capital Limited. On the same day, the Company, RGT (BVI) Ltd and Barentsz Capital Limited also entered into a shareholders’ agreement relating to RGT (BVI) Ltd.

Corporate Information

Our principal executive offices are located at Duo Tower, 3 Fraser Street, #08-21, Singapore 189352. Our telephone number at this address is +65-9665-3216. Our registered office in the Cayman Islands is located at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. Our agent for service of process in the United States is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711.

We are a foreign private issuer under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, and as such we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers. See “Risk Factors—Risks Relating to Our Business and Industry—We are a foreign private issuer within the meaning under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.”

Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our corporate website is www.rydesharing.com. The information contained on our website is not a part of this prospectus.

SEC Form 424B5 filed by Ryde Group Ltd.