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SEC Comment Letter 0000000000-23-010991 to Ryde Group Ltd (RYDE)

Ryde Group Ltd
Date: Oct. 5, 2023 · CIK: 0001971115 · Accession: 0000000000-23-010991

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File numbers found in text: 333-274283

Date
October 5, 2023
Author
Tony Watson
Form
UPLOAD
Company
Ryde Group Ltd

Letter

United States securities and exchange commission logo October 5, 2023 Zou Junming Terence Chief Executive Officer Ryde Group Ltd Duo Tower, 3 Fraser Street, #08-21 Singapore 189352 Re:Ryde Group Ltd Amendment No. 1 to Registration Statement on Form F-1 Filed October 2, 2023 File No. 333-274283 Dear Zou Junming Terence: We have reviewed your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form F-1 filed October 2, 2023 Cover page 1.You refer to the 70.4% aggregate voting power of your Class B Ordinary Shareholders when your disclosure on page 90 totals to a higher percentage amount. Revise to consistently disclose this percentage or tell us why the amounts do not reconcile. Capitalization, page 44 2.Your disclosure in the second bullet point related to deducting underwriting discounts, commissions and estimated offering expenses is not consistent with the balance presented for additional paid-in capital in the pro forma column of your table. Please clarify or revise. 3.Please revise to include your note from shareholder and non-controlling interests as components of your total capitalization as June 30, 2023.

FirstName LastNameZou Junming Terence Comapany NameRyde Group Ltd October 5, 2023 Page 2 FirstName LastName Zou Junming Terence Ryde Group Ltd October 5, 2023 Page 2 Dilution, page 45 4.Your tangible book deficit per share as of June 30, 2023 of $(1.52) presented in the second paragraph is not consistent with tangible book deficit per share as of June 30, 2023 presented in the table. Also, in the third paragraph your disclosure of pro forma as adjusted net tangible book value as of June 30, 3023 of $7.3 million is not consistent with your disclosure that changes in net tangible book deficit as of June 30, 2023 only give effect to sale of Class A ordinary shares offered in this offering after deducting underwriting discounts, commissions and estimated offering expenses. Please clarify or revise. 5.Please add a note to the table at the bottom of page 45 which reconciles the shares outstanding as of June 30, 2023 per your financial statements to the amounts stated for existing shareholders in the table. Note 2. Summary of Significant Accounting Policies Revenue from Advertising, page F-32 6.Please revise to clarify if revenue from advertising is recognized over time or at a point in time. If revenue is recognized over time, please clarify your methods used to measure progress and why the methods reflect a faithful depiction of the transfer of the services. Refer to ASC 606-10-50-18 and 19. Note 8. Convertible Loan from a Shareholder, page F-38 7.Please tell us your consideration of the guidance in ASC 470-50-40-6 through 40-15 related to the modification of your loan with DLG. Also, tell us why the 395,735 shares disclosed are not reflected in the statement of changes in shareholders' equity as of June 30, 2023 and why the conversion from debt to equity is not presented in your supplemental disclosures of non-cash activities in the statement of cash flows. Note 17. Subsequent Events (c) Subdivision of Authorized Share Capital, page F-43 8.We note your disclosure of the sub-division of your Class A and Class B ordinary shares. Please tell us your consideration of the guidance in ASC 505-10-S99-4.

FirstName LastNameZou Junming Terence Comapany NameRyde Group Ltd October 5, 2023 Page 3 FirstName LastName Zou Junming Terence Ryde Group Ltd October 5, 2023 Page 3 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you have questions regarding comments on the financial statements and related matters. Please contact Kate Beukenkamp at 202-551-3861 or Mara Ransom at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Meng Ding

Show Raw Text
United States securities and exchange commission logo
October 5, 2023
Zou Junming Terence
Chief Executive Officer
Ryde Group Ltd
Duo Tower, 3 Fraser Street, #08-21
Singapore 189352
Re:Ryde Group Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed October 2, 2023
File No. 333-274283
Dear Zou Junming Terence:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1 filed October 2, 2023
Cover page
1.You refer to the 70.4% aggregate voting power of your Class B Ordinary Shareholders
when your disclosure on page 90 totals to a higher percentage amount. Revise to
consistently disclose this percentage or tell us why the amounts do not reconcile.
Capitalization, page 44
2.Your disclosure in the second bullet point related to deducting underwriting discounts,
commissions and estimated offering expenses is not consistent with the balance presented
for additional paid-in capital in the pro forma column of your table. Please clarify or
revise.
3.Please revise to include your note from shareholder and non-controlling interests as
components of your total capitalization as June 30, 2023.

 FirstName LastNameZou Junming Terence
 Comapany NameRyde Group Ltd
 October 5, 2023 Page 2
 FirstName LastName
Zou Junming Terence
Ryde Group Ltd
October 5, 2023
Page 2
Dilution, page 45
4.Your tangible book deficit per share as of June 30, 2023 of $(1.52) presented in the
second paragraph is not consistent with tangible book deficit per share as of June 30, 2023
presented in the table. Also, in the third paragraph your disclosure of pro forma as
adjusted net tangible book value as of June 30, 3023 of $7.3 million is not consistent with
your disclosure that changes in net tangible book deficit as of June 30, 2023 only give
effect to sale of Class A ordinary shares offered in this offering after deducting
underwriting discounts, commissions and estimated offering expenses. Please clarify or
revise.
5.Please add a note to the table at the bottom of page 45 which reconciles the shares
outstanding as of June 30, 2023 per your financial statements to the amounts stated for
existing shareholders in the table.
Note 2. Summary of Significant Accounting Policies
Revenue from Advertising, page F-32
6.Please revise to clarify if revenue from advertising is recognized over time or at a point in
time. If revenue is recognized over time, please clarify your methods used to measure
progress and why the methods reflect a faithful depiction of the transfer of the
services. Refer to ASC 606-10-50-18 and 19.
Note 8. Convertible Loan from a Shareholder, page F-38
7.Please tell us your consideration of the guidance in ASC 470-50-40-6 through 40-15
related to the modification of your loan with DLG. Also, tell us why the 395,735 shares
disclosed are not reflected in the statement of changes in shareholders' equity as of June
30, 2023 and why the conversion from debt to equity is not presented in your
supplemental disclosures of non-cash activities in the statement of cash flows.
Note 17. Subsequent Events
(c) Subdivision of Authorized Share Capital, page F-43
8.We note your disclosure of the sub-division of your Class A and Class B ordinary shares.
Please tell us your consideration of the guidance in ASC 505-10-S99-4.

 FirstName LastNameZou Junming Terence
 Comapany NameRyde Group Ltd
 October 5, 2023 Page 3
 FirstName LastName
Zou Junming Terence
Ryde Group Ltd
October 5, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kate Beukenkamp at 202-551-3861 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Meng Ding