SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 18, 2025

Lang Fei
Chief Financial Officer
Ryde Group Ltd
Duo Tower, 3 Fraser Street, #08-21
Singapore 189352

 Re: Ryde Group Ltd
 Form 20-F for the Fiscal Year ended December 31, 2024
 Filed April 28, 2025
 File No. 001-41950
Dear Lang Fei:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 SIDLEY
 AUSTIN
 39/F,
 TWO INT'L FINANCE CENTRE
 CENTRAL,
 HONG KONG
 +852
 2509 7888
 +852
 2509 3110 FAX

 meng.ding@sidley.com
 +852
 2509 7858

 July
18, 2025

 Robert
Babula

 John
Cannarella

 Division
of Corporation Finance

 Office
of Energy & Transportation

 Securities
and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Ryde
 Group Ltd

 Amendment
 No. 1 to Form 20-F for the Fiscal Year ended December 31, 2024

 Filed
 April 28, 2025

 File
 No. 001-41950

 Dear
Mr. Robert Babula and Mr. John Cannarella,

 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 July 11, 2025 regarding the Company's Form 20-F for the Fiscal Year ended December 31, 2024 filed on
April 28, 2025 (the " Form 20-F "). Concurrently with the submission of this letter, the Company is submitting
its amendment to draft registration statement on Form 20-F (the " Form 20-F/A ") via EDGAR to the Commission
for review in accordance with the procedures of the Commission.

 The
Company has responded to all of the Staff's comments by revising the Form 20-F to address the comments, by providing an explanation
if the Company has not so revised the Form 20-F, 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 Form 20-F/A.

 Form
20-F filed April 28, 2025

 Form
20-F for the Fiscal Year ended December 31, 2024

 Exhibits

 1.
 We
 note that you filed a Form S-8 on February 13, 2025 which incorporates by reference documents that you subsequently file pursuant
 to various sections of the Exchange Act, which would include the 2024 annual report on Form 20-F. Ordinarily, this would involve
 filing updated consents from your auditors as exhibits to the annual reports that are subsequently filed, to address the form requirements
 in Item 601(b) of Regulation S-K. Please discuss this concern with the independent accounting firms (successor and predecessor auditors)
 to obtain and file the auditors' consents with respect to inclusion of their reports in the Form S-8.

 In
response to the Staff's comment, the Company has revised the Form 20-F/A.

 ***

 If
you have any questions regarding Form 20-F/A, please contact me at +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.
 Lang
 Chen Fei, Chief Financial Officer

 Meng
 Ding, Esq., Partner, Sidley Austin 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, Claudia Yu K.W., Yan Zhang
 Registered Foreign Lawyers | (Carrie) Li J. (New York)*, David J. Ryan (Victoria), G. Matthew Sheridan (New York)*, (Renee) Xiong
Y. (New York)*, Liming Xu (New York)
 Consultants | Hon Au Yeung, Huberta Chow X.L., 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)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 11, 2025

Lang Fei
Chief Financial Officer
Ryde Group Ltd
Duo Tower, 3 Fraser Street, #08-21
Singapore 189352

 Re: Ryde Group Ltd
 Form 20-F for the Fiscal Year ended December 31, 2024
 Filed April 28, 2025
 File No. 001-41950
Dear Lang Fei:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the Fiscal Year ended December 31, 2024
Exhibits

1. We note that you filed a Form S-8 on February 13, 2025 which
incorporates by
 reference documents that you subsequently file pursuant to various
sections of the
 Exchange Act, which would include the 2024 annual report on Form 20-F.
 Ordinarily, this would involve filing updated consents from your
auditors as exhibits
 to the annual reports that are subsequently filed, to address the form
requirements in
 Item 601(b) of Regulation S-K. Please discuss this concern with the
independent
 accounting firms (successor and predecessor auditors) to obtain and file
the auditors'
 consents with respect to inclusion of their reports in the Form S-8.

 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.
 July 11, 2025
Page 2

 Please contact Robert Babula at 202-551-3339 or John Cannarella at
202-551-3337 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
1
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September
23, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-1004

  Re:
  RYDE GROUP LTD

Registration
Statement on Form F-1

File
No. 333-282076

Ladies
and Gentlemen:

As
the placement agent of the proposed offering of RYDE GROUP LTD (the “Company”),
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 5:00 p.m., Eastern Time, on Wednesday, September 25, 2024, or as soon thereafter as is practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, we wish to advise you that, through September 23, 2024, we distributed to each dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus
dated September 13, 2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

    Very
    truly yours,

    Maxim
    Group LLC

    By:
    /s/
    Ritesh Veera

    Name:
    Ritesh
    Veera

    Title:
    Co-Head
    of Investment Banking

CORRESP
1
filename1.htm

September
23, 2024

VIA
EDGAR

Rucha
Pandit

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

    Registration
    Statement on Form F-1 (File No. 333-282076)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Ryde Group Ltd (the “Company”)
hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration
Statement”), so that the Registration Statement will become effective at 5:00 p.m., Eastern Time, on September 25, 2024 or as soon
thereafter as practicable.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461.
The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Sidley Austin.

The
Company understands that Maxim Group LLC, the placement agent of the offering, has joined in this request in a separate letter filed
with the Securities and Exchange Commission (the “Commission”).

The
Company hereby acknowledges the following:

    ●

    should
    the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing
    effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●

    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●

    the
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    RYDE
    GROUP LTD

    By:
    /s/
    Zou Junming Terence

    Name:

    Zou
    Junming Terence

    Title:
    Chairman
    of the Board of Directors and Chief Executive Officer

CORRESP
1
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September
19, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-1004

    Re:
    RYDE
    GROUP LTD

    Registration
    Statement on Form F-1

    File
    No. 333-282076

    Withdrawal
    of Concurrence in Acceleration Request

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on September 17, 2024, in which we provided concurrence in the request for acceleration
of the effective date of the above-referenced Registration Statement for September 19, 2024, at 5:30 p.m. Eastern Time, in accordance
with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared
effective at this time.

    Very
    truly yours,

    Maxim
    Group LLC

    By:
    /s/
    Ritesh Veera

    Name:
    Ritesh
    Veera

    Title:
    Co-Head
    of Investment Banking

CORRESP
1
filename1.htm

September
19, 2024

VIA
EDGAR

Rucha
Pandit

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

Registration
Statement on Form F-1 (File No. 333-282076)

Withdrawal
of Acceleration Request

Ladies
and Gentlemen:

Ryde
Group Ltd (the “Company”) hereby respectfully requests withdrawal of its acceleration request filed on September 17, 2024
relating to its Registration Statement on Form F-1 (File No. 333-282076). The Company is no longer requesting that such Registration
Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

If
you have any questions regarding the foregoing, please contact our counsel, Meng Ding of Sidley Austin, at +852 2509-7858.

    Very
    truly yours,

    RYDE
    GROUP LTD

    By:
    /s/
    Zou Junming Terence

    Name:

    Zou
    Junming Terence

    Title:
    Chairman
    of the Board of Directors and Chief Executive Officer

CORRESP
1
filename1.htm

September
17, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-1004

  Re:
  RYDE GROUP LTD

  Registration Statement on Form F-1

  File No. 333-282076

Ladies
and Gentlemen:

As
the placement agent of the proposed offering of RYDE GROUP LTD (the “Company”),
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 9:00 a.m., Eastern Time, on Thursday, September 19, 2024, or as soon thereafter as is practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, we wish to advise you that, through September 17, 2024, we distributed to each dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus
dated September 13, 2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

    Very
    truly yours,

    Maxim
    Group LLC

    By:
    /s/
    Ritesh Veera

    Name:
    Ritesh Veera

    Title:
    Co-Head of Investment Banking

CORRESP
1
filename1.htm

September
17, 2024

VIA
EDGAR

Rucha
Pandit

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

    Registration
    Statement on Form F-1 (File No. 333-282076)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Ryde Group Ltd (the “Company”)
hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration
Statement”), so that the Registration Statement will become effective at 9:00 a.m., Eastern Time, on September 19, 2024 or as soon
thereafter as practicable.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461.
The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Sidley Austin.

The
Company understands that Maxim Group LLC, the placement agent of the offering, has joined in this request in a separate letter filed
with the Securities and Exchange Commission (the “Commission”) today.

The
Company hereby acknowledges the following:

    ●

    should
    the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing
    effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●

    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●

    the
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    RYDE
    GROUP LTD

    By:
    /s/
    Zou Junming Terence

    Name:

    Zou
    Junming Terence

    Title:
    Chairman
    of the Board of Directors and Chief Executive Officer

United States securities and exchange commission logo
June 25, 2024
Terence Zou
Chief Executive Officer
Ryde Group Ltd
Duo Tower, 3 Fraser Street, #08-21
Singapore 189352
Re:Ryde Group Ltd
Draft Registration Statement on Form F-1
CIK No. 0001971115
Dear Terence Zou:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please contact Rucha Pandit at 202-551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Meng Ding

CORRESP
1
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June
7, 2024

VIA
EDGAR

Kate
Beukenkamp

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

    Registration
    Statement on Form F-1 (File No. 333-279483)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Ryde Group Ltd (the “Company”)
hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration
Statement”), so that such Registration Statement will become effective at 5:00 p.m., Eastern Time, on June 11, 2024 or as soon
thereafter as practicable.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461.
The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Sidley Austin.

The
Company hereby acknowledges the following:

    ●

    should
    the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing
    effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●

    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●

    the
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    RYDE
    GROUP LTD

    By:
    /s/
    Zou Junming Terence

    Name:

    Zou
    Junming Terence

    Title:
    Chairman
    of the Board of Directors and Chief Executive Officer

United States securities and exchange commission logo
May 23, 2024
Zou Junming Terence
Chief Executive Officer
Ryde Group Ltd
Duo Tower, 3 Fraser Street, #08-21
Singapore 189352
Re:Ryde Group Ltd
Registration Statement on Form F-1
Filed May 17, 2024
File No. 333-279483
Dear Zou Junming Terence:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Meng Ding

CORRESP
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February
28, 2024

VIA
EDGAR

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

    Registration
                                            Statement on Form F-1 (File No. 333-274283)

    Registration
    Statement on Form 8-A (File No. 001-41950)

    Request
                                            for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Ryde Group Ltd (the “Company”)
hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration
Statement”), so that such Registration Statement will become effective at 5:00 p.m., Eastern Time, on February 28, 2024 or as soon
thereafter as practicable.

The
Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the
ordinary shares of the Company, be declared effective concurrently with the Form F-1 Registration Statement (the Form F-1 Registration
Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461.
The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Sidley Austin.

The
Company understands that Maxim Group LLC, the underwriter of the offering, has joined in this request in a separate letter filed with
the Securities and Exchange Commission (the “Commission”) today.

The
Company hereby acknowledges the following:

    ●

    should
    the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing
    effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●

    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●

    the
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    RYDE
    GROUP LTD

    By:
    /s/
    Zou Junming Terence

    Name:

    Zou
    Junming Terence

    Title:
    Chairman
    of the Board of Directors and Chief Executive Officer

CORRESP
1
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MAXIM
GROUP LLC

300
Park Ave, 16th Floor

New
York, NY 10022

February
28, 2024

VIA
EDGAR

Office
of Trade & Services

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Kate Beukenkamp

    Re:
    Ryde
    Group Ltd

    Registration
    Statement on Form F-1, as amended

    Initially
    Filed on August 31, 2023

    File
    No. 333-274283

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Maxim Group LLC, acting as representative of the underwriters, hereby joins Ryde Group Ltd
in requesting acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00
p.m., Eastern Time, on Wednesday, February 28, 2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated
February 12, 2024, to selected dealers, institutions, and others as appears to be reasonable to secure adequate distribution of the Preliminary
Prospectus.

The
undersigned confirms that it has complied and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

Very
truly yours,

Maxim
Group LLC

    By:

    /s/
    Clifford A. Teller

    Name:
    Clifford
    A. Teller

    Title:
    Co-President

CORRESP
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MAXIM
GROUP LLC

300
Park Ave, 16th Floor

New
York, NY 10022

February
22, 2024

VIA
EDGAR

Office
of Trade & Services

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Kate Beukenkamp

    Re:
    Ryde
    Group Ltd

    Registration
    Statement on Form F-1, as amended

    Initially
    Filed on August 31, 2023

    File
    No. 333-274283

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on February 20, 2024, in which we, as representative of the several underwriters
of Ryde Group Ltd’s proposed public offering, joined Ryde Group Ltd’s request for acceleration of the effective date of the
above-referenced Registration Statement for February 22, 2024, at 5:00 p.m. Eastern Time. Ryde Group Ltd is no longer requesting that
such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective
date.

Very
truly yours,

Maxim
Group LLC

    By:

    /s/
    Clifford A. Teller

    Name:
    Clifford
    A. Teller

    Title:
    Co-President

CORRESP
1
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February
22, 2024

VIA
EDGAR

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

    Registration
    Statement on Form F-1 (File No. 333-274283)

    Registration
    Statement on Form 8-A (File No. 001-41950)

    Withdrawal
    of Acceleration Request

Ladies
and Gentlemen:

Ryde
Group Ltd (the “Company”) hereby respectfully requests withdrawal of its acceleration request filed on February 20, 2024
relating to its Registration Statement on Form F-1 (File No. 333-274283) and Registration Statement on Form 8-A (File No. 001-41950)
(together the “Registration Statements”). The Company is no longer requesting that such Registration Statements be declared
effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

If
you have any questions regarding the foregoing, please contact our counsel, Meng Ding of Sidley Austin, at +852 2509-7858.

    Very
    truly yours,

    RYDE
    GROUP LTD

    By:
    /s/
    Zou Junming Terence

    Name:

    Zou
    Junming Terence

    Title:
    Chairman
    of the Board of Directors and Chief Executive Officer

CORRESP
1
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February 20, 2024

VIA EDGAR

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

    Registration Statement on Form F-1, as amended (File No. 333-274283)

    Withdrawal of and New Request for Concurrence in Acceleration Request

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on February 16, 2024, in which we provided concurrence in the request for acceleration of the effective date of the above-referenced
Registration Statement for February 20, 2024, at 5:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933,
as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally request
effectiveness of the above-referenced Registration Statement for February 22, 2024, at 5:00 p.m. Eastern Time.

    Very truly yours,

    Maxim Group LLC

    By:
    /s/ Clifford
    A. Teller

    Name:
    Clifford A. Teller

    Title:
    Co-President

CORRESP
1
filename1.htm

February
20, 2024

VIA
EDGAR

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

    Registration
    Statement on Form F-1 (File No. 333-274283)

    Registration
    Statement on Form 8-A (File No. 001-41950)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Ryde Group Ltd (the “Company”)
hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration
Statement”), so that such Registration Statement will become effective at 5:00 p.m., Eastern Time, on February 22, 2024 or as soon
thereafter as practicable.

The
Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the
ordinary shares of the Company, be declared effective concurrently with the Form F-1 Registration Statement (the Form F-1 Registration
Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461.
The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Sidley Austin.

The
Company understands that Maxim Group LLC, the underwriter of the offering, has joined in this request in a separate letter filed with
the Securities and Exchange Commission (the “Commission”) today.

The
Company hereby acknowledges the following:

    ●

    should
    the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing
    effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●

    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●

    the
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    RYDE
    GROUP LTD

    By:
    /s/
    Zou Junming Terence

    Name:

    Zou
    Junming Terence

    Title:
    Chairman
    of the Board of Directors and Chief Executive Officer

CORRESP
1
filename1.htm

February
20, 2024

VIA
EDGAR

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

Registration
Statement on Form F-1 (File No. 333-274283)

Registration
Statement on Form 8-A (File No. 001-41950)

Withdrawal
of Acceleration Request

Ladies
and Gentlemen:

Ryde
Group Ltd (the “Company”) hereby respectfully requests withdrawal of its acceleration request filed on February 16, 2024
relating to its Registration Statement on Form F-1 (File No. 333-274283) and Registration Statement on Form 8-A (File No. 001-41950)
(together the “Registration Statements”). The Company is no longer requesting that such Registration Statements be declared
effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

If
you have any questions regarding the foregoing, please contact our counsel, Meng Ding of Sidley Austin, at +852 2509-7858.

    Very truly
    yours,

    RYDE GROUP
    LTD

    By:
    /s/
    Zou Junming Terence

    Name:
    Zou Junming Terence

    Title:
    Chairman of the Board of
    Directors and Chief Executive Officer

CORRESP
1
filename1.htm

MAXIM
GROUP LLC

300
Park Ave, 16th Floor

New
York, NY 10022

February
16, 2024

VIA
EDGAR

Office
of Trade & Services

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Kate Beukenkamp

    Re:
    Ryde
    Group Ltd

    Registration
    Statement on Form F-1, as amended

    Initially
    Filed on August 31, 2023

    File
    No. 333-274283

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Maxim Group LLC, acting as representative of the underwriters, hereby joins Ryde Group Ltd
in requesting acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00
p.m., Eastern Time, on Tuesday, February 20, 2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated
February 12, 2024, to selected dealers, institutions, and others as appears to be reasonable to secure adequate distribution of the Preliminary
Prospectus.

The
undersigned confirms that it has complied and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

Very
truly yours,

Maxim
Group LLC

    By:

    /s/
    Clifford A. Teller

    Name:
    Clifford
    A. Teller

    Title:
    Co-President

CORRESP
1
filename1.htm

February
16, 2024

VIA
EDGAR

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

Registration
Statement on Form F-1 (File No. 333-274283)

Registration
Statement on Form 8-A (File No. 001-41950)

Request
for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Ryde Group Ltd (the “Company”)
hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration
Statement”), so that such Registration Statement will become effective at 5:00 p.m., Eastern Time, on February 20, 2024
or as soon thereafter as practicable.

The
Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the
ordinary shares of the Company, be declared effective concurrently with the Form F-1 Registration Statement (the Form F-1 Registration
Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461.
The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Sidley Austin.

The
Company understands that Maxim Group LLC, the underwriter of the offering, has joined in this request in a separate letter filed with
the Securities and Exchange Commission (the “Commission”) today.

The
Company hereby acknowledges the following:

    ●

    should
    the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing
    effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●

    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●

    the
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    RYDE
    GROUP LTD

    By:
    /s/
    Zou Junming Terence

    Name:

    Zou
    Junming Terence

    Title:
    Chairman
    of the Board of Directors and Chief Executive Officer

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
12, 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. 4 to Registration Statement on Form F-1

    Filed
    February 6, 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 9, 2024 regarding the Company’s registration statement on Form F-1 filed on February 6, 2024
(the “Amendment No. 4 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. 5 to Registration Statement”).

The
Company has responded to all of the Staff’s comments by revising the Amendment No. 4 to Registration Statement to address the comments,
by providing an explanation if the Company has not so revised the Amendment No. 4 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. 5 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. 5 to Registration Statement

Capitalization,
page 44

    1.
    We
    read your response to prior comment 1. Please tell us how you determined the fair value of the 2,086,561 Class A Ordinary Shares
    issued to consultants and 1,131,715 Class A Ordinary Shares issued to your employees pursuant to the Scheme and the reasons for any
    differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. Also, please
    tell us your consideration of disclosing how you accounted for the 2,086,561 Class A Ordinary Shares issued to consultants
    and 1,131,715 Class A Ordinary Shares issued to your employees in your Capitalization Table.

    The fair value of the Class A Ordinary Share issued to consultants and employees is determined based on the estimated
range of the initial public offering at mid-point of US$4.50 per Class A Ordinary Shares. As of December 31, 2023, the estimated fair
value of the Class A Ordinary Share issued to consultants and employees would be US$14.5 million (unaudited).
    In response to the Staff’s comment, the
    Company has also revised disclosure on pages 44 and 45 of the Amendment No. 5 to Registration Statement.

If
you have any questions regarding the Amendment No. 5 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

United States securities and exchange commission logo
February 9, 2024
Zou Junming Terence
Chief Executive Officer
Ryde Group Ltd
Duo Tower, 3 Fraser Street, #08-21
Singapore 189352
Re:Ryde Group Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed February 6, 2024
File No. 333-274283
Dear Zou Junming Terence:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our February 5, 2024 letter.
Amendment No. 4 to Registration Statement on Form F-1 filed February 6, 2024
Capitalization, page 44
1.We read your response to prior comment 1. Please tell us how you determined the fair
value of the 2,086,561 Class A Ordinary Shares issued to consultants and 1,131,715 Class
A Ordinary Shares issued to your employees pursuant to the Scheme and the reasons for
any differences between the recent valuations of your common stock leading up to the
IPO and the estimated offering price. Also, please tell us your consideration of disclosing
how you accounted for the 2,086,561 Class A Ordinary Shares issued to consultants and
1,131,715 Class A Ordinary Shares issued to your employees in your Capitalization
Table.

 FirstName LastNameZou Junming Terence
 Comapany NameRyde Group Ltd
 February 9, 2024 Page 2
 FirstName LastName
Zou Junming Terence
Ryde Group Ltd
February 9, 2024
Page 2
            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

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

United States securities and exchange commission logo
February 5, 2024
Zou Junming Terence
Chief Executive Officer
Ryde Group Ltd
Duo Tower, 3 Fraser Street, #08-21
Singapore 189352
Re:Ryde Group Ltd
Amendment No. 3 to Registration Statement on Form F-1
Filed January 18, 2024
File No. 333-274283
Dear Zou Junming Terence:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our October 5, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed January 18, 2024
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.
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.

 FirstName LastNameZou Junming Terence
 Comapany NameRyde Group Ltd
 February 5, 2024 Page 2
 FirstName LastName
Zou Junming Terence
Ryde Group Ltd
February 5, 2024
Page 2
            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

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

October
10, 2023

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. 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.

    In
    response to the Staff’s comment, the Company has revised disclosure on page 45 of 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

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.

    In
    response to the Staff’s comment, the Company has revised disclosure on page F-32 of the Amendment No. 2 to Registration Statement.

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.

    The
Company respectfully advises the Staff that there was no modification since the loan was converted into shares in accordance with the
agreement dated January 20, 2020. The addendum primarily serves to provide clarification on the conversion formula. As part
of the reorganization the entities are under common control as described in “Note 1 Organization and business overview” in
page F-7, the conversion of the convertible loan was fully converted into the Company’s Class A ordinary shares in April 2023 and
was accounted for retrospectively on January 1, 2021. Therefore, the Company has revised disclosure on the Amendment No. 2 to Registration
Statement as follows:

    ●
    Page
    10 for the “Summary Unaudited Consolidated Balance Sheets”

    ●
    Page
    10 for the “Summary Consolidated Balance Sheets”

    ●
    Page
    52 for the “Summary Unaudited Consolidated Balance Sheets”

    ●
    Page
    52 for the “Summary Consolidated Balance Sheets”

    ●
    Page
    91 for the “Related Party Transactions”

    ●
    Page
    F-3 for the “Consolidated Balance Sheets”

    ●
    Page
    F-5 for the “Consolidated Statements of Changes In Shareholders’ Equity”

    ●
    Pages
    F-16 and F-17 for the “Note 6 Related Party Transactions and Balances”

    ●
    Page
    F-22 for the “Unaudited Condensed Consolidated Balance Sheets”

    ●
    Page
    F-23 for the “Unaudited Condensed Consolidated Statements of Changes In Shareholders’ Equity”

    ●
    Page
    F-24 for the “Unaudited Condensed Consolidated Statements of Cash Flows”

    ●
    Pages
    F-16 and F-17 for the “Note 6 Related Party Transactions and Balances”

Additionally,
pages F-17 and F-38 for the “Note 8 Convertible loan from a shareholder” has been removed from the disclosure of the Amendment
No. 2 to Registration Statement.

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.

    In
    response to the Staff’s comment, the Company has revised disclosure on the Amendment No. 2 to Registration Statements to
    reflect the effect of the sub-division as follows:

    ●
    Page
    9 for the “Summary Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss”

    ●
    Page
    9 for the “Summary Consolidated Statements of Operations and Comprehensive Loss”

    ●
    Page
    10 for the “Summary Unaudited Consolidated Balance Sheets”

    ●
    Page
    10 for the “Summary Consolidated Balance Sheets”

    ●
    Page
    51 for the “Summary Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss”

    ●
    Page
    51 for the “Summary Consolidated Statements of Operations and Comprehensive Loss”

    ●
    Page
    52 for the “Summary Unaudited Consolidated Balance Sheets”

    ●
    Page
    52 for the “Summary Consolidated Balance Sheets”

    ●
    Page
    F-2 for the “Report of Independent Registered Public Accounting Firm

    ●
    Page
    F-3 for the “Consolidated Balance Sheets”

    ●
    Page
    F-4 for the “Summary Consolidated Statements of Operations and Comprehensive Loss”

    ●
    Page
    F-5 for the “Consolidated Statements of Changes In Shareholders’ Equity”

    ●
    Page
    F-20 for the “Note 13 Loss Per Share”

    ●
    Page
    F-20 for the “Note 14 Subsequent events”

    ●
    Page
    F-22 for the “Unaudited Condensed Consolidated Balance Sheets”

    ●
    Page
    F-23 for the “Unaudited Condensed Consolidated Statements of Changes In Shareholders’ Equity”

    ●
    Page
    F-43 for the “Note 15 Loss Per Share”

    ●
    Page
    F-43 for the “Note 16 Subsequent events”

***

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

If
you have any questions regarding the Amendment No. 2 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

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

United States securities and exchange commission logo
June 15, 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 Draft Registration Statement on Form F-1
Submitted June 9, 2023
CIK No. 0001971115
Dear Zou Junming Terence:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted June 9, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Operating Metrics, page 53
1.We note your response to comment 9; however, your response suggests that metrics
associated with trips, active customers, new and/or returning, and/or driver partners are
material to you.  If true, revise to disclose this information for specific historical and
comparative periods.

 FirstName LastNameZou Junming  Terence
 Comapany NameRyde Group Ltd
 June 15, 2023 Page 2
 FirstName LastName
Zou Junming  Terence
Ryde Group Ltd
June 15, 2023
Page 2
Factors affecting our performance
Ability to grow our revenues from ride-hailing and quick commerce, page 54
2.We note your response to comment 11 and reissue in part.  In an appropriate place in your
disclosure, acknowledge that revenue attributable to mobility and quick commerce
increased only slightly from the year ended December 31, 2021 to December 31, 2022.
Additionally, explain whether and why you expect your ability to increase revenues will
be hindered by the incentives you intend to continue to offer consumers.  We note your
revisions to discuss inherent challenges and risks that could hinder your ability to sustain
and further increase revenue.  However, this discussion appears to be focused on external
forces, including competition and adoption by and satisfaction of consumers and driver-
partners rather than express the dynamic of how offering these incentives may negatively
impact your ability to grow revenues.
Business
Fees, page 75
3.We note your response to comment 15, including revised disclosure to discuss the fee
charged to your riders and the cash incentives provided to your driver partners.  Explain
how you determine the amount and timing of the incentives you offer to your consumers.
And as reflected in our prior comment, please further revise your disclosure to discuss
how these approaches allow you to manage the challenges with growing your base of
users while also increasing revenues (e.g., by incentivizing drivers to complete a certain
number of trips you increase revenues while managing costs, or experiencing an
exponential benefit).
            You may 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

United States securities and exchange commission logo
June 2, 2023
Zou Junming Terence
Chief Executive Officer
Ryde Group Ltd
Duo Tower, 3 Fraser Street, #08-21
Singapore 189352
Re:Ryde Group Ltd
Draft Registration Statement on Form F-1
Submitted May 8, 2023
CIK No. 0001971115
Dear Zou Junming Terence:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted May 8, 2023
Cover page
1.State, if true, that you will not consummate this offering unless your Class A Ordinary
Shares have been approved for listing on the NASDAQ Capital Market.  We note your
disclosure on page 116 that you will not consummate and close this offering without a
listing approval letter, however, as you acknowledge, a listing approval letter does not
mean that your Class A Ordinary Shares have been approved for listing.
Prospectus Summary, page 1
2.Please revise your disclosure to briefly expand your discussion of your dual-class voting
structure, including in your prospectus summary, risk factors and Capitalization sections,

 FirstName LastNameZou Junming  Terence
 Comapany NameRyde Group Ltd
 June 2, 2023 Page 2
 FirstName LastNameZou Junming  Terence
Ryde Group Ltd
June 2, 2023
Page 2
to describe potential dilution holders of Class A Ordinary Shares may experience upon
conversion of Class B Ordinary Shares in connection with this offering or upon other
conversation events of Class B Ordinary Shares. In this regard, we note your risk factor on
page 38 titled "You will incur immediate dilution and may experience further dilution in
the NAV of your Class A Ordinary Shares."
3.Please revise your disclosure here and and throughout your prospectus, including your risk
factors section, to explain the controlling shareholder(s)’ ability to control matters
requiring shareholder approval, including the election of directors, amendment of
organizational documents, and approval of major corporate transactions, such as a change
in control, merger, consolidation, or sale of assets as applicable. We note your risk factor
on page 35 titled "As an exempted company incorporated in the Cayman Islands, we are
permitted to adopt..." discussing your reliance on home country practices regarding certain
exemptions.
Risk Factors
Risks Relating to Our Business and Industry
If we are required to reclassify driver partners as employees or otherwise, or if driver partners...,
page 17
4.Please revise your risk factor discussion here and elsewhere throughout your prospectus,
as appropriate, to expand your discussion regarding "growing interest" from regulators in
Southeast Asia regarding the independent contractor status of your driver partners.
Specifically, please discuss in greater detail the status of any currently proposed
legislation, rules or regulations that may materially impact your business or results of
operations. We note your discussion generally describing tests governing whether a driver
partner is an independent contractor or employee.
We rely on our partnerships with financial institutions and other third parties for payment..., page
25
5.Please revise your disclosure here and elsewhere throughout your prospectus, including
your Business section, to explain how your platform enables insurance companies and
financial institutions to reach a broad base of consumers. We note that your core business
is providing a platform for ride-hailing and carpooling services as well as "quick
commerce."
Risks Relating to Our Securities and this Offering
You will incur immediate dilution and may experience further dilution in the NAV of your Class
A Ordinary Shares, page 38
6.Please revise this risk factor to briefly expand your disclosure to discuss the "immediate
dilution" holders of Class A Ordinary Shares may experience. We note your cross-
reference to the "Dilution" section of your prospectus. Additionally, we note the final
paragraph of this risk factor, including stating that you will have the discretion to both

 FirstName LastNameZou Junming  Terence
 Comapany NameRyde Group Ltd
 June 2, 2023 Page 3
 FirstName LastNameZou Junming  Terence
Ryde Group Ltd
June 2, 2023
Page 3
make rights available to shareholders to subscribe for additional Class A Ordinary Shares,
"or in disposing of such rights for the benefit of such shareholders and making the net
proceeds available to such shareholders." Please expand your discussion to explain in
greater detail, by example otherwise, a scenario or other circumstances that may give rise
to this action.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Operating Metrics, page 53
7.Please discuss why a decrease in your GMV resulted in increases in your revenue for the
years ended December 2022.
8.We note your use of GMV, or gross merchandise value. Please revise your disclosure to
elaborate upon your definition of the metric to explain how it is calculated, why the metric
is useful to investors, how you use it and whether there are estimates or assumptions
underlying the metric or its calculation.
9.You reference certain other metrics elsewhere in your prospectus, however, you do not
discuss them here, such as GTV and Trips, which you discuss on page 15 and driver
partner incentives and consumer incentives, which you discuss on page 27.  Revise to
include a discussion of these metrics, if material, or tell us why you believe no such
discussion is necessary.  Also, tell us whether you measure the number of active
customers, new and/or returning, and/or driver partners during a specific period, with a
view to disclosing that information for investors, if material.
Overview, page 53
10.Please revise the Business section and elsewhere throughout your prospectus as
appropriate to clarify the current status of your Quick Commerce business. In this regard,
we note that you state in your prospectus summary that this is one of your core business
segments. However, here and elsewhere throughout your prospectus the status of your
Quick Commerce business is less clear, including the stage of development, for example.
We note your disclosure regarding the launch of RydeSEND service in 2018 and
subsequent developments as well as revenue from quick commerce in fiscal year 2022 of
S$92,000.
Factors affecting our performance, page 54
11.We note your disclosure in Results of Operations regarding growth in total revenues,
almost exclusively attributable to your new initiatives. In an appropriate place in your
disclosure, acknowledge that revenue attributable to mobility and quick commerce
increased only slightly from the year ended December 31, 2021 to December 31, 2022,
explain why and whether you expect your ability to increase revenues will be hindered by
the incentives you intend to continue to offer consumers.  We note that you discuss
consumer incentives in terms of management of costs, however, it also seems relevant to
your ability to grow your revenues.

 FirstName LastNameZou Junming  Terence
 Comapany NameRyde Group Ltd
 June 2, 2023 Page 4
 FirstName LastName
Zou Junming  Terence
Ryde Group Ltd
June 2, 2023
Page 4
Critical Accounting Policies and Estimates, page 59
12.For critical accounting estimates, this disclosure must supplement, but not duplicate, the
description of accounting policies or other disclosures in the notes to the financial
statements. Critical accounting estimates are those estimates made in accordance with
generally accepted accounting principles that involve a significant level of estimation,
uncertainty and have had, or are reasonably likely to have, a material impact on the
financial condition or results of operations. Please clarify or revise. Please refer to Item
5.E of Form 20-F and SEC Release No. 33-8350.
Industry overview, page 65
13.We note that you include information about the mobility industry in Malaysia, even
though you have not yet expanded your operations outside of Singapore. Revise to remove
this disclosure or tell us why you believe it is appropriate to discuss industry trends in
geographic regions in which you do not yet operate.
Business, page 76
14.Please revise your disclosure here as elsewhere throughout your prospectus, as
appropriate, to clarify whether you provide your services to customers in markets other
than Singapore. Specifically, discuss whether you conduct any operations in Hong Kong
as well as describe the nature of your operations in that market, if any. We note that your
website appears to reflect planned business operations in Hong Kong as well as providing
Hong Kong- and Australia-based customer support contact information. However, your
disclosure reflects that your operations are conducted exclusively in Singapore with an
intent to expand into additional markets in the future.
15.In an appropriate place in your disclosure, revise to discuss how you determine the
amount of the fee you charge to your riders and/or consumers for the various services you
offer.  Explain how you determine the amount and timing of the incentives you offer to
your driver partners and your consumers, with a view to understanding how you manage
the challenges associated with growing your base of users while also increasing
revenues.
Payments, page 79
16.Please revise this section to discuss RydeCoins in greater detail. Specifically, please
expand your discussion of the meaning of RydeCoins as your own "in-house payment
token." Additionally, please expand your disclosure to discuss payment options to include
whether you accept bitcoin or other cryptocurrency as payment as well as associated risks.
In this regard, we note recent news articles indicating your acceptance of bitcoin and the
launch of a customer wallet for related payments.

 FirstName LastNameZou Junming  Terence
 Comapany NameRyde Group Ltd
 June 2, 2023 Page 5
 FirstName LastName
Zou Junming  Terence
Ryde Group Ltd
June 2, 2023
Page 5
Insurance, page 85
17.Please revise your disclosure in your Business sections and elsewhere throughout your
prospectus as appropriate to expand your discussion of the micro-insurance offered to
riders. Specifically, please describe in greater detail the type(s) of insurance offered, what
makes it "micro" coverage as well as if this product is directly tied to offering insurance
coverage for your riders in connection with any risks associated with using the Ryde
platform. We note your risk factor on page 20 titled "Improper, dangerous, illegal or
otherwise inappropriate activity by consumers, or driver partners or other third parties...,"
discussing the risks and liabilities associated with a variety of potential activities and
behaviors, including that you do not independently test the driving skills of your driver
partners. Further, we note your discussion on page 79 regarding the offer of free insurance
coverage to your riders during their trips.
Management
Directors and Executive Officers, page 90
18.We note that next to the name of your non-executive directors you include an "*." Please
revise your disclosure to provide a key reflecting what this indication is intended to
represent.
Principal Shareholders, page 95
19.Explain how you arrived at the percentages reflected in the post-restructuring (first) table
by disclosing the number of ordinary shares outstanding and disclose the date of such
information. We note your disclosure that the post-offering (second) table calculations are
based upon 70,000,000 Class A ordinary shares and 30,000,000 Class B Ordinary shares
issued and outstanding on a post-conversion basis, however, we are unable to reconcile
those post-offering amounts with the amounts currently outstanding.
Financial Statements
Note 1. Organization and business overview, page F-7
20.Please disclose in the notes to your financial statements the pertinent rights and
privileges of your Class A and Class B Ordinary Shares.  Refer to ASC 505-10-50-3.
Note 2, Summary of significant accounting policies
Earnings (loss) per share, page F-14
21.Please provide disclosures pursuant to ASC 260-10-50-1(c) for your convertible loans.
Note 6. Intangible assets, page F-16
22.You disclose amortization expenses for the next two to five years are expected to amount
to S$2,214,000; however, your intangible assets only have S$532,000 in net book value as
of December 31, 2022.  Please revise your disclosures to correct this inconsistency.

 FirstName LastNameZou Junming  Terence
 Comapany NameRyde Group Ltd
 June 2, 2023 Page 6
 FirstName LastName
Zou Junming  Terence
Ryde Group Ltd
June 2, 2023
Page 6
Note 10. Convertible loan from third parties, page F-18
23.Please disclose the conversion price and the number of shares on which the aggregate
consideration to be delivered upon conversion is determined for your convertible loan
from third parties.  Refer to ASC 470-20-50-5(b).
Note 11. Income taxes, page F-19
24.Please include the disclosures required by ASC 740-10-50-2 and 50-3.
General
25.Please provide us with supplemental copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of
those communications.
26.Please tell us whether you anticipate being a controlled company under the Nasdaq
listing standards and, if so, whether you intend to utilize related exemptions to
the governance rules under the listing standards. In this regard we note your "Voting
Right" disclosure on page 8 as well as your risk factor on page 37 regarding your dual-
class voting structure as this indicates that each Class B ordinary share is entitled to 10
votes per share and may result in limitations on Class A shareholders ability to influence
corporate matters they may view as beneficial. Please update your disclosure, as
necessary, throughout the prospectus to reflect controlled company status and the use of
governance exemptions.
            You may 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