Ryde Group Ltd-A美股招股说明书(2025-12-03版)

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 certaininvestors, or the Investors, pursuant to this prospectus supplement and the accompanying base prospectus. The offering price of the Class A Ordinary Shares isUS$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 AOrdinary 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 heldby 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 perClass 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-thirdof 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 dateof 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 prospectussupplement, 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 byreference 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. Weare responsible for the costs and expenses of this offering. We expect that delivery of the Class A Ordinary Shares being offered pursuant to this prospectussupplement 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 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-47BASE PROSPECTUSPageABOUT 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 REFERENCE74i 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 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 referenceinto 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 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, weare 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 informationcontained in this prospectus supplement. This prospectus supplement, the accompanying base prospectus and the documents incorporated into each by referenceinclude important information about us, our Class A Ordinary Shares being offered and other information you should know before investing. You should read thisprospectus supplement and the accompanying base prospectus to