Ryde Group Ltd-A美股招股说明书(2025-09-10版)

We are offering 6,422,000 of our Class A Ordinary Shares, par value US$0.0002 per 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$0.25 per Class A OrdinaryShare. Our Class A Ordinary Shares are listed on the NYSE American, under the symbol “RYDE”. On September 3, 2025, the closing price for our Class A OrdinaryShares as reported on the NYSE American was US$0.30 per Class A share. The aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates on September 3, 2025 was US$4,817,074 based on 16,056,913 Class A Ordinary Shares issued and outstanding held by non-affiliates and a per Class A shareprice of US$0.30 based on the closing sale price of our common shares on September 3, 2025 as reported by NYSE American. Pursuant to General Instruction I.B.5 ofForm 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 solong 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 not offered or sold anysecurities 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 aboutthe risks you should consider before purchasing our common 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 areresponsible for the costs and expenses of this offering. We expect that delivery of the common shares being offered pursuant to this prospectus supplement will be madeto the investors on or about September 10, 2025, subject to customary closing conditions. The date of this prospectus supplement is September 10, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2CONVENTIONS AND FREQUENTLY USE TERMSS-7THE OFFERINGS-8RISK FACTORSS-9SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-36USE OF PROCEEDSS-37DIVIDEND POLICYS-38CAPITALIZATIONS-39DILUTIONS-40DESCRIPTION OF THE SECURITIES WE ARE OFFERINGS-41PLAN OF DISTRIBUTIONS-42ENFORCEABILITY OF CIVIL LIABILITIESS-43LEGAL MATTERSS-44WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-46INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-47 PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2CONVENTIONS AND FREQUENTLY USED TERMS7THE OFFERING8RISK FACTORS9SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA36USE OF PROCEEDS37DIVIDEND POLICY38CAPITALIZATION39SELLING SHAREHOLDER40DILUTION41PLAN OF DISTRIBUTION42PLAN OF DISTRIBUTION OF SELLING SHAREHOLDERS44ENFORCEABILITY OF CIVIL LIABILITIES46DESCRIPTION OF SHARE CAPITAL48DESCRIPTION OF DEBT SECURITIES56DESCRIPTION OF WARRANTS60DESCRIPTION OF RIGHTS61DESCRIPTION OF UNITS62TAXATION63LEGAL MATTERS71EXPERTS72FINANCIAL INFORMATION73WHERE YOU CAN FIND ADDITIONAL INFORMATION73INCORPORATION OF CERTAIN INFORMATION BY REFERENCE74 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” This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering described herein and thesecurities offered hereby, and also adds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference intothis 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 thisoffering. 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 arereferring 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 informationcontained in this prospectus supplement. This prospectus supplement, the accompanying base prospectus and the documents incorporated into each by reference includeimportant information about us, our common shares being offered and other information you should know before investing. You should read this prospectus supplementand the accompanying base prospectus together with the additional information described under the heading “Where You Ca