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,
 Zou Junming Terence
FirstName
Ryde GroupLastNameZou  Junming Terence
             Ltd
Comapany
June 2, 2023NameRyde Group Ltd
June 2,
Page 2 2023 Page 2
FirstName LastName
         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
 Zou Junming Terence
FirstName
Ryde GroupLastNameZou  Junming Terence
             Ltd
Comapany
June 2, 2023NameRyde Group Ltd
June 2,
Page 3 2023 Page 3
FirstName LastName
         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.
 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
FirstName LastNameZou Junming Terence
       whether you accept bitcoin or other cryptocurrency as payment as well as
associated risks.
Comapany    NameRyde
       In this regard, weGroup  Ltd news articles indicating your acceptance of
bitcoin and the
                          note recent
June 2,launch  of a customer
        2023 Page   4         wallet for related payments.
FirstName LastName
 Zou Junming Terence
FirstName
Ryde GroupLastNameZou  Junming Terence
             Ltd
Comapany
June 2, 2023NameRyde Group Ltd
June 2,
Page 5 2023 Page 5
FirstName LastName
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.
 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,
FirstName LastNameZou Junming Terence
                                                            Division of
Corporation Finance
Comapany NameRyde Group Ltd
                                                            Office of Trade &
Services
June 2, 2023 Page 6
cc:       Meng Ding
FirstName LastName