Correspondence 0001493152-23-036820 from Ryde Group Ltd (RYDE)

Ryde Group Ltd
Date: Oct. 10, 2023 · CIK: 0001971115 · Accession: 0001493152-23-036820

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File numbers found in text: 333-274283

Referenced dates: October 5, 2023

Date

Oct. 10, 2023

Author

Meng Ding

Form

CORRESP

Company

Ryde Group Ltd

Letter

Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission Re: Ryde Group Ltd Amendment No. 1 to Registration Statement on Form F-1 Filed October 2, 2023 File No. 333-274283

Dear Mr. Watson, Mr. Decker, Ms. Beukenkamp and Ms. Ransom,

On behalf of our client, Ryde Group Ltd (the “Company”), a foreign private issuer incorporated under the laws of the Cayman Islands, we are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated October 5, 2023 regarding the Company’s registration statement on Form F-1 filed on October 2, 2023 (the “Amendment No. 1 to Registration Statement”) relating to a proposed initial public offering of the Company’s Class A Ordinary Shares in the United States. Concurrently with the submission of this letter, the Company is submitting its revised registration statement on Form F-1 (the “Amendment No. 2 to Registration Statement”).

The Company has responded to all of the Staff’s comments by revising the Amendment No. 1 to Registration Statement to address the comments, by providing an explanation if the Company has not so revised the Amendment No. 1 to Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold and followed by the Company’s response. Terms used but not otherwise defined herein have the meanings set forth in the Amendment No. 2 to Registration Statement.

Partners | Constance Choy H.M., Desmond Ang C.K., (Stephanie) Chan C. M., (Christopher) Cheng C.H., Meng Ding, Dominic D. James, (Sherlyn) Lau S.Y., David K. Lee,

Olivia Ngan S.M., (Raymond) Oh C.H., Yuet Ming Tham, (Friven) Yeoh K.H., Claudia Yu K.W., Yan Zhang

Registered Foreign Lawyers | Gordon H. I. Davidson (England and Wales)*, (Carrie) Li J. (New York)*, G. Matthew Sheridan (New York)*,

Effie Vasilopoulos (New South Wales)*, (Renee) Xiong Y. (New York)*, (Oliver) Zhong Q. (New York)*

Consultants | Hon Au Yeung, Huberta Chow X.L., Patrick Liu L., (Winnie) Mak T.M., Dominic Sze C.K.,

Douglas Tsang C.L., (Eva) Tsui Y.W, Alan Wong C.K., Felicity Wong K.Y., Holly Yeung S.M., Iris Yuen L.S.

* Partner of Sidley Austin Holding LLP (a Delaware Limited Liability Partnership)

° Foreign Legal Consultant / Legal Counsel

SIDLEY AUSTIN

39/F, TWO INT’L FINANCE CENTRE

CENTRAL, HONG KONG

+852 2509 7888

+852 2509 3110 FAX

AMERICA ● ASIA PACIFIC ● EUROPE

meng.ding@sidley.com

+852 2509 7858

Amendment No.2 to Registration Statement

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.

In response to the Staff’s comment, the Company has disclosed the voting power of our directors, executive officers and principal shareholders in Class A and Class B Ordinary Shares separately on page 90 of the Amendment No.2 to Registration Statement to show the reason for the inconsistency was because the amount disclosed on page 90 includes the voting power of Class A and Class B Ordinary Shareholders, while the percentage amount on the cover page only refers to the voting power of Class B Ordinary Shareholders.

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.

In response to the Staff’s comment, the Company has revised disclosure on page 44 of the Amendment No. 2 to Registration Statement.

3. Please revise to include your note from shareholder and non-controlling interests as components of your total capitalization as June 30, 2023.

In response to the Staff’s comment, the Company has revised disclosure on page 44 of the Amendment No. 2 to Registration Statement.

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.

In response to the Staff’s comment, the Company has revised disclosure on page 45 of the Amendment No. 2 to Registration Statement.

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.