Correspondence 0001493152-24-005077 from Ryde Group Ltd (RYDE)
Ryde Group Ltd
Date: Feb. 6, 2024 · CIK: 0001971115 · Accession: 0001493152-24-005077
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274283
Referenced dates: February 5, 2024
Letter
Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission Re: Ryde Group Ltd Amendment No. 3 to Registration Statement on Form F-1 Filed January 18, 2024 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 February 5, 2024 regarding the Company’s registration statement on Form F-1 filed on January 18, 2024 (the “Amendment No. 3 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. 4 to Registration Statement”).
The Company has responded to all of the Staff’s comments by revising the Amendment No. 3 to Registration Statement to address the comments, by providing an explanation if the Company has not so revised the Amendment No. 3 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. 4 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. 4 to Registration Statement
Dilution, page 45
1. Please clarify how you arrived at the 4,411,878 Class A Ordinary Shares issued in September 2023 in the last table on page 45. Based on your disclosures on page F-39, it appears the shares issued in September 2023 related to 38,251 shares issued to Meili Noteholders and 1,155,350 shares issued to a third party for a convertible loan. Please clarify or revise.
In response to the Staff’s comment, the Company has revised disclosure on page 45 of the Amendment No. 4 to Registration Statement. The 4,411,878 Class A Ordinary Shares issued in September 2023 was also disclosed on page 100 in “History of Securities Issuances” section.
Compensation of Directors and Executive Officers, page 89
2. Revise to update this discussion for the fiscal year ended December 31, 2023, consistent with Item 6.B. of Form 20-F. This comment also applies to your related party transaction disclosure on page 91. Refer to Item 7.B. of Form 20-F.
In response to the Staff’s comment, the Company has revised disclosure on page 89 and 91 of the Amendment No. 4 to Registration Statement.
If you have any questions regarding the Amendment No. 4 to Registration Statement, please contact me at meng.ding@sidley.com, +852 2509 7858 (work) or +852 6461 4000 (cell).
Thank you for your time and attention.
Very
truly yours,
/s/
Meng Ding
Show Raw Text
CORRESP
1
filename1.htm
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
February
6, 2024
CONFIDENTIAL
Tony
Watson
Rufus
Decker
Kate
Beukenkamp
Mara
Ransom
Office
of Trade & Services
Division
of Corporation Finance
Securities
and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Re:
Ryde
Group Ltd
Amendment
No. 3 to Registration Statement on Form F-1
Filed
January 18, 2024
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 February 5, 2024 regarding the Company’s registration statement on Form F-1 filed on January 18, 2024
(the “Amendment No. 3 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. 4 to Registration Statement”).
The
Company has responded to all of the Staff’s comments by revising the Amendment No. 3 to Registration Statement to address the comments,
by providing an explanation if the Company has not so revised the Amendment No. 3 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. 4 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. 4 to Registration Statement
Dilution,
page 45
1.
Please
clarify how you arrived at the 4,411,878 Class A Ordinary Shares issued in September 2023 in the last table on page 45. Based on
your disclosures on page F-39, it appears the shares issued in September 2023 related to 38,251 shares issued to Meili Noteholders
and 1,155,350 shares issued to a third party for a convertible loan. Please clarify or revise.
In
response to the Staff’s comment, the Company has revised disclosure on page 45 of the Amendment No. 4 to Registration Statement.
The 4,411,878 Class A Ordinary Shares issued in September 2023 was also disclosed on page 100 in “History of Securities Issuances”
section.
Compensation
of Directors and Executive Officers, page 89
2.
Revise
to update this discussion for the fiscal year ended December 31, 2023, consistent with Item 6.B. of Form 20-F. This comment also
applies to your related party transaction disclosure on page 91. Refer to Item 7.B. of Form 20-F.
In
response to the Staff’s comment, the Company has revised disclosure on page 89 and 91 of the Amendment No. 4 to Registration
Statement.
If
you have any questions regarding the Amendment No. 4 to Registration Statement, please contact me at meng.ding@sidley.com, +852 2509
7858 (work) or +852 6461 4000 (cell).
Thank
you for your time and attention.
Very
truly yours,
/s/
Meng Ding
Meng
Ding
Enclosure
c.c.
Junming
Terence Zou, Chairman of the Board of Directors and Chief Executive Officer
Raymond
Oh, Partner, Sidley Austin
Joanne
Chiu, Partner, Kreit & Chiu CPA LLP
William
S. Rosenstadt, Esq., Partner, Ortoli Rosenstadt LLP
Mengyi
“Jason” Ye, Esq., Partner, Ortoli Rosenstadt LLP
Yarona
L. Yieh, Esq., Counsel, Ortoli Rosenstadt LLP
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