6-K - RYDE - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of September 2025

CommissionFile Number: 001-41950

RydeGroup Ltd

DuoTower, 3 Fraser Street, #08-21

Singapore189352

+65-9665-3216

(Addressof principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Contents

On September 8, 2025, Ryde Group Ltd (the “Company”) entered into a securities purchase agreement (the “PurchaseAgreement”) with several investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, in a registered direct offering 6,422,000 Class A shares, par value US$0.0002 per Class A share (a “CommonShare”), of the Company, at an offering price of US$0.25 (the “Offering”). The Offering is expected to close on or about September 10, 2025, subject to the satisfaction of customary closing conditions.

The Common Shares described above are being offered and sold pursuant to a registration statement on Form F-3 (File No. 333-288587), which was initially filed with the Securities and Exchange Commission (the “Commission”) on July 9, 2025 and was declared effective by the Commission on September 2, 2025.

The aggregate gross proceeds to the Company from the Offering, before deducting estimated expenses payable by the Company, will be approximately US$1.6 million.

Attached to this report on Form 6-K as Exhibit 99.2 is a copy of the Securities Purchase Agreement.

Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release of the Company dated September 10, 2025 titled “Ryde Announces Pricing of US$1.6 Million Registered Direct Offering Priced At-the-Market- Under NYSE American Rules”.

EXHIBITINDEX

Exhibit No.	Description
5.1	Opinion of Harney Westwood & Riegels Singapore LLP regarding the validity of the securities being registered and certain Cayman Islands legal matters
23.3	Consent of Harney Westwood & Riegels Singapore LLP (included in Exhibit 5.1)
99.1	Press<br> release dated September 10, 2025
99.2	Form of Securities Purchase Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Ryde Group Ltd
Date:<br> September 10, 2025	By:	/s/ Zou Junming Terence
	Name:	Zou<br> Junming Terence
	Title:	Chairman<br> of the Board of Directors and Chief Executive Officer

Exhibit 5.1

Harney Westwood & Riegels Singapore LLP<br><br> <br>138 Market Street<br><br> <br>#24-04 CapitaGreen<br><br> <br>Singapore 048946<br><br> <br>Tel: +65 6800 9830<br><br> <br>Fax: +65 6800 9831

9 September 2025

lishi.fong@harneys.com

+65 6800 9833

060056.0001/LZF

Ryde Group Ltd

c/o Harneys Fiduciary (Cayman) Limited

4^th^ Floor, Harbour Place

103 South Church Street, P.O. Box 10240

Grand Cayman, KY1-1002

Cayman Islands

Dear Sir or Madam

Ryde Group Ltd, Company No. 397757 (the Company)

We are attorneys-at-law qualified to practise in the Cayman Islands and have acted as Cayman Islands legal advisers to the Company in connection with the Form 6-K (as defined in Schedule 1), to be filed on or about the date of this opinion with the U.S. Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended (the Securities Act), relating to the offering, issuing and selling by the Company of 6,422,000 Class A ordinary shares of par value of US$0.0002 each (the Shares). In this opinion CompaniesAct means the Companies Act (2025 Revision) of the Cayman Islands.

We are furnishing this opinion as Exhibit 5.1 to the Form 6-K.

For the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1). We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.

In giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not verified.

Based solely upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the Cayman Islands:

1	Existence and Good Standing. The<br> Company is an exempted company duly incorporated with limited liability and is validly existing<br> and in good standing under the laws of the Cayman Islands, with power and authority (corporate<br> and other) to own its properties and conduct its business as described in the Prospectus.<br> It is a separate legal entity and is subject to suit in its own name.
2	Valid Issuance of Shares. The<br> allotment and issuance by the Company of the Shares have been duly authorised by the Company<br> by the Resolutions (as defined in Schedule 1) and, subject to the satisfaction of any conditions<br> or requirements set forth in the SPA (as defined in Schedule 1), will be validly and legally issued and allotted<br> and credited as fully paid and non-assessable.
3	Authorised Share Capital. Based on the M&A, the Company has an authorised<br>share capital of US$50,000 divided into 250,000,000 ordinary shares of par value of US$0.0002 each, comprising (a) 175,000,000 Class A<br>ordinary shares of the Company of par value US$0.0002 each, and (b) 75,000,000 Class B ordinary shares of the Company of par value US$0.0002<br>each.
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This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. We express no opinion as to matters of fact.

In connection with the above opinion, we hereby consent to the filing of this opinion as an exhibit to the Form 6-K. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, as amended, or the Rules and Regulations of the Commission thereunder.

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.

This opinion shall be construed in accordance with the laws of the Cayman Islands.

Yours faithfully
/s/ Harney Westwood & Riegels Singapore LLP
Harney Westwood & Riegels Singapore LLP
Jersey<br> legal services are provided through a referral arrangement with Harneys (Jersey) which is<br> an independently owned and controlled Jersey law firm.<br><br> <br>Registered<br> in Singapore with limited liability (T13LL2450G).<br><br> <br>613945364.3	Anguilla<br>	Bermuda	British Virgin Islands	Cayman Islands<br><br> <br>Cyprus<br>	Hong Kong	Jersey	London	Luxembourg<br><br> <br>Montevideo<br>	São Paulo	Shanghai	Singapore<br><br> <br>harneys.com
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Schedule 1

List of Documents Examined

1	A copy of the certificate of incorporation of the Company dated 21 February 2023.
2	A copy of the amended and restated memorandum and articles of association of the Company as adopted by<br>a special resolution dated 14 September 2023 (the M&A).
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3	A copy of the certificate of good standing in respect of the Company,<br>issued by the Registrar of Companies dated 5 September 2025 (the Certificate of Good Standing).
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4	The Register of Writs and other Originating Process of the Grand Court<br>of the Cayman Islands (the Court Register) via the Court’s Digital System (as defined in Schedule 3) from the incorporation<br>date of the Company to 9 September 2025 (the Court Search Date).
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5	A copy of the register of directors and officers of the Company filed with the Registrar of Companies<br>in the Cayman Islands on 13 November 2024.
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6	A copy of the written resolutions of the directors of the Company dated<br> 24 June 2025 and 5 September 2025 (together, the Resolutions).
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7	A copy of the certificate from a director of the Company dated 5 September<br> 2025 (the Director’s Certificate).
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8	A copy of the securities purchase agreement dated 8 September 2025<br> between the Company and each of Novatix (BVI) Limited, Good Trend (BVI) Limited, Show Achieve Limited,<br> and Wu Honglin (the SPA).
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9	A copy of the draft prospectus supplement relating to the Shares (the<br> Prospectus).
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10	A copy of the draft Form 6-K relating to the SPA and the Shares (Form 6-K).

1 to 7 above are the CorporateDocuments, and 8 to 10 above are the Transaction Documents. The Corporate Documents and the Transaction Documents are collectively referred to in this opinion as the Documents.

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Schedule 2

Assumptions

1	Validity under Foreign Laws. That (i) all formalities required under any applicable laws (other<br>than the laws of the Cayman Islands) have been complied with; and (ii) no other matters arising under any foreign law will affect the<br>views expressed in this opinion.
2	Choice of Laws. The choice of the laws of the State of New York selected to govern the SPA has<br>been made in good faith and will be regarded as a valid and binding selection which will be upheld in the courts of that jurisdiction<br>and all other relevant jurisdictions (other than the Cayman Islands) and the entry into and performance of the SPA will not cause any<br>of the parties thereto to be in breach of any agreement or undertaking.
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3	Memorandum and Articles. The M&A remain in full force and effect and are otherwise unamended.<br>The M&A will be the memorandum and articles of association of the Company in effect at the time of the issue of the Shares.
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4	Directors. The board of directors of the Company considers the transactions contemplated by the<br>Transaction Documents to be in the best interests of the Company and no director has a financial interest in or other relationship to<br>a party to the transactions contemplated by the Transaction Documents which has not been properly disclosed in the Resolutions.
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5	Conditions. All conditions to the obligations of the parties to the SPA will be satisfied or duly<br>waived prior to the issue and sale of the Shares and there will be no breach of the terms of the SPA.
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6	Authenticity of Documents. All original Documents are authentic, all signatures, initials and seals<br>are genuine, all copies of Documents are true and correct copies and the Transaction Documents conform in every material respect to the<br>latest drafts of the same produced to us and, where the Transaction Documents have been provided to us in successive drafts marked-up<br>to indicate changes to such documents, all such changes have been so indicated.
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7	Corporate Documents. All matters required by law to be recorded in the Corporate Documents are<br>so recorded, and all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete,<br>and all facts expressed in or implied thereby are accurate and complete.
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8	Director’s Certificate. The contents of the Director’s Certificate are true and accurate<br>as at the date of this opinion and there is no information not contained in the Director’s Certificate that will in any way affect<br>this opinion.
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9	Court Search. The Register of Writs and other Originating Process of the Grand Court of the Cayman<br>Islands examined by us for the period from the date of incorporation of the Company to the Court Search Date via the Court’s Digital<br>System on the Court Search Date, constitutes a complete record of the proceedings for such period before the Grand Court of the Cayman<br>Islands.
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10	No Steps to Wind-up. The directors and shareholders of the Company have not taken any steps to<br>have the Company struck off or placed in liquidation, no steps have been taken to wind up the Company and no receiver has been appointed<br>over any of the property or assets of the Company.
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11	Resolutions. The written Resolutions have been duly executed (and where by a corporate entity such<br>execution has been duly authorised if so required) by or on behalf of each director or shareholder (as the case may be), and the signatures<br>and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed. The Resolutions<br>passed at a meeting were adopted at duly convened meetings of the board of directors and/or the shareholders of the Company, and such<br>meetings were held and conducted in accordance with the Memorandum and Articles of Association of the Company. The Resolutions remain<br>in full force and effect.
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12	Unseen Documents. Save for the Documents provided to us there are no resolutions, agreements, documents<br>or arrangements which materially affect, amend or vary the transactions envisaged in the Transaction Documents. There is no contractual<br>prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from issuing and allotting the Shares.
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13	Proceeds of Crime. No monies paid to or for the account of any party under the Transaction Documents<br>represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Act (2025 Revision) and the Terrorism<br>Act (2018 Revision), respectively.
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Schedule 3

Qualifications

1	Enforceability. The term enforceable as used above means that the obligations assumed<br>by the Company under the relevant instrument are of a type which the courts of the Cayman Islands enforce. It does not mean that those<br>obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:
(a)	Insolvency. Rights and obligations may be limited by bankruptcy, insolvency, liquidation, winding-up,<br>reorganisation, moratorium, readjustment of debts, arrangements and other similar laws of general application affecting the rights of<br>creditors;
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(b)	Limitation Periods. Claims under<br> the SPA may become barred under the Limitation Act (1996 Revision) relating to the<br> limitation of actions in the Cayman Islands or may be or become subject to defences of set-off,<br> estoppel or counterclaim;
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(c)	Equitable Rights and Remedies. Equitable rights may be defeated by a bona fide purchaser<br>for value without notice. Equitable remedies such as injunctions and orders for specific performance are discretionary and will not normally<br>be available where damages are considered an adequate remedy;
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(d)	Fair Dealing. Strict legal rights may be qualified by doctrines of good faith and fair dealing<br>- for example a certificate or calculation as to any matter might be held by a Cayman Islands court not to be conclusive if it could be<br>shown to have an unreasonable or arbitrary basis, or in the event of manifest error;
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(e)	Prevention of Enforcement. Enforcement may be prevented by reason of fraud, coercion, duress, undue<br>influence, unreasonable restraint of trade, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts;
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(f)	Penal Provisions. Provisions, for example, for the payment of additional interest in certain circumstances,<br>may be unenforceable to the extent a court of the Cayman Islands determines such provisions to be penal;
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(g)	Currency. A Cayman Islands court retains a discretion to denominate any judgment in Cayman Islands<br>dollars;
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(h)	Confidentiality. Provisions imposing confidentiality obligations may be overridden by the requirements<br>of legal process;
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(i)	Award of Costs. In principle the courts of the Cayman Islands will award costs and disbursements<br>in litigation in accordance with the relevant contractual provisions but there remains some uncertainty as to the way in which the rules<br>of the Grand Court will be applied in practice. Whilst it is clear that costs incurred prior to judgment can be recovered in accordance<br>with the relevant contract, it is likely that post-judgment costs (to the extent recoverable at all) will be subject to taxation in accordance<br>with Grand Court Rules Order 62; and
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(j)	Inappropriate Forum. The courts of<br> the Cayman Islands may decline to exercise jurisdiction in relation to substantive proceedings<br> brought under or in relation to the SPA in matters where they determine that (i) such<br> proceedings may be tried in a more appropriate forum; (ii) proceedings are already underway<br> in a different forum; or (iii) the issues have already been finally determined by another<br> forum.
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| --- | | 2 | Foreign Statutes. We express no opinion in relation to provisions making reference to foreign statutes in the Transaction Documents. | | --- | --- | | 3 | Stamp Duty. Cayman Islands stamp duty may be payable if the original SPA is executed in, brought to, or produced before a court of, the Cayman Islands. | | --- | --- | | 4 | Commercial Terms. Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion. | | --- | --- | | 5 | Meaning of Non-Assessable. In this opinion the phrase non-assessable means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares, have any obligation to make further contributions to the assets of the relevant company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). | | --- | --- | | 6 | Amendment. A Cayman Islands court would not treat as definitive a statement in a contract that it could only be amended or waived in writing, but would be able to consider all the facts of the case (particularly where consideration had passed) to determine whether a verbal amendment or waiver had been effected and, if it found that it had, such verbal amendment or waiver would be deemed to have also amended the stated requirement for a written agreement. | | --- | --- | | 7 | Good Standing. The Company shall be deemed to be in good standing at any time if all fees (including annual filing fees) and penalties under the Companies Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Companies Act. | | --- | --- | | 8 | Court Search. The search of the Register of Writs and other Originating Process of the Grand Court of the Cayman Islands has been undertaken on a digital system made available through the Grand Court of the Cayman Islands (the Court’sDigital System), and through inadvertent errors or delays in updating the digital system (and/or the Register from which the digital information is drawn) may not constitute a complete record of all proceedings as at the Court Search Date and in particular may omit details of very recent filings. The Court Search of the Court Register would not reveal, amongst other things, any writ, originating summons, originating motion, petition (including any winding-up petition), counterclaim or third party notice (Originating Process) filed with the Grand Court of the Cayman Islands which, pursuant to the rules of the Grand Court of the Cayman Islands or best practice of the Clerk of the Courts’ office, should have been entered in the Court Register but was not in fact entered in the Court Register (properly or at all), or any Originating Process which has been placed under seal or anonymised (whether by order of the Court or pursuant to the practice of the Clerk of the Courts’ office). | | --- | --- | | 9 | Conflict of Laws. An expression of an opinion on a matter of Cayman Islands law in relation to a particular issue in this opinion should not necessarily be construed to imply that the Cayman Islands courts would treat Cayman Islands law as the proper law to determine that issue under its conflict of laws rules. | | --- | --- | | 10 | Sanctions. The obligations of the Company may be subject to restrictions pursuant to United Nations and United Kingdom sanctions as implemented under the laws of the Cayman Islands. | | --- | --- | | 11 | Economic Substance. We have undertaken no enquiry and express no view as to the compliance of the Company with the International Tax Co-operation (Economic Substance) Act (2024 Revision). | | --- | --- |

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Exhibit99.1

RYDEANNOUNCES PRICING OF US$1.6 MILLION REGISTERED DIRECT OFFERING PRICED AT-THE-MARKET- UNDER NYSE AMERICAN RULES

**SINGAPORE,**September 10, 2025 – Ryde Group Ltd (NYSE American: RYDE) (“Ryde” or the “Company”), a leading technology platform for mobility and quick commerce headquartered in Singapore, announced that it has entered into a securities purchase agreement with several investors to purchase 6,422,000 Class A shares at an offering price of US$0.25, for gross proceeds of approximately US$1.6 million (the “Offering”), before deducting offering expenses, in a registered direct offering priced at-the-market under NYSE American rules.

The Company did not engage any placement agent for the Offering.

The Company currently intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering is expected to close on or about September 10, 2025 (the “Closing Date”), subject to the satisfaction of customary closing conditions.

The Offering is being made pursuant to an effective shelf registration statement on Form F-3, (File No. 333-288587) previously filed with and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on September 2, 2025. A prospectus supplement relating to the securities to be issued in the Offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the Offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

AboutRyde Group Ltd

Ryde is a super mobility app founded in Singapore and recognised as the world’s FIRST on-demand carpooling app since 2014. As a publicly listed company on the NYSE, Ryde is reimagining the way people and goods move around by offering a full suite of services, including carpooling, private hire, taxi, and delivery. What distinguishes Ryde is its commitment to empowering private-hire and taxi partners by taking 0% commission, ensuring that drivers retain more of their hard-earned earnings. For more information, please visit https://rydesharing.com/.

Contact

ForMedia Relations:

Media Team

Ryde Group Ltd

Email: media@rydesharing.com

FORWARD-LOOKINGSTATEMENTS

Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors . Any forward-looking statements contained in this press release speak only as of the date hereof, and Ryde Group Ltd specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Exhibit99.2

SecuritiesPurchase Agreement

This Securities Purchase Agreement (this “Agreement”) is dated as of _______, 2025 between Ryde Group Ltd, a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

1. Saleand Purchase.

1.1 Sale and Purchase of Class A Ordinary Shares. Subject to the terms and conditions set forth herein, the Company hereby agrees to sell, and the Purchaser, agrees to purchase, certain number of Class A ordinary shares, par value US$0.0002 per share, of the Company (“Class A Ordinary Shares”), at a purchase price of US$0.25 per Class A Ordinary Share. The number of Class A Ordinary Shares to be purchased by the Purchaser and the corresponding aggregate purchase price (the “Aggregate Purchase Price”) are as specified below the Purchaser’s name on the signature page of this Agreement.

1.2 Closing. The consummation of the sale and purchase of the Class A Ordinary Shares hereunder (the “Closing”, and the date of the Closing, the “Closing Date”) shall take place on the date as agreed by the Company and the Purchaser and be held remotely via electronic exchange of documents or at such other location and date as may be agreed upon in writing by the Company and the Purchaser. The Closing shall take place on the terms and subject to the satisfaction or, to the extent permissible, waiver by the party entitled to the benefit of the conditions set forth in Section 1.4 (other than conditions that by their nature are to be satisfied at that Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions).

1.3 Payment for and Issuance of Class A Ordinary Shares. Prior to the Closing Date, the Purchaser shall deliver the Aggregate Purchase Price by wire transfer of immediately available funds in U.S. dollars to the bank account designated by the Company. On the Closing Date, the Company shall issue and direct VStock, the transfer agent of the Company’s Class A Ordinary Shares (the “Transfer Agent”), to deliver the number of Class A Ordinary Shares fully paid for by the Purchaser to the Purchaser’s brokerage account as specified below the Purchaser’s name on the signature page of this Agreement.

1.4 Closing Conditions.

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date) in all material respects on the Closing Date;

(ii)  all obligations, covenants and agreements of the Purchaser required to be performed on or prior to the Closing Date shall have been performed;

(iii) the delivery by the Purchaser of this Agreement duly executed by the Purchaser; and

(iv) the receipt by the Company of the Aggregate Purchase Price.

(b) The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy of the representations and warranties of the Company contained herein (unless as of a specific date therein) in all material respects when made and on the Closing Date;

(ii)  all obligations, covenants and agreements of the Company required to be performed on or prior to the Closing Date shall have been performed; and

(iii) the delivery by the Company of this Agreement duly executed by the Company.

2. Representationsand Warranties of the Company . Except as set forth in the final prospectus filed for the Shelf Registration Statement (as defined below) in relation to the sale and purchase of the Class A Ordinary Shares hereunder (the “Prospectus”) or the supplement to the Prospectus complying with Rule 424(b) of the Securities Act (the “Prospectus Supplement”), the Company hereby makes the following representations and warranties to the Purchaser that as of the Closing Date:

(a) Organization and Qualification. The Company is an exempted company with limited liability duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, and each subsidiary of the Company is duly incorporated or organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of its jurisdiction of organization. Each of the Company and its subsidiaries has the requisite power and authority to own, lease and operate its properties and to carry on its business as currently being conducted, and is duly qualified or licensed to do business in all material respects in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary.

(b) Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to execute and deliver this Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder (the “Transaction Documents”) and to perform its obligations thereunder. The execution, delivery and performance by the Company of the Transaction Documents, including the issuance of the Class A Ordinary Shares, have been duly authorized by all necessary corporate action on the part of the Company. Each Transaction Document to which the Company is a party has been or will be duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery by the Purchaser and the other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally.

(c)  Issuance of the Class A Ordinary Shares; Registration. The Class A Ordinary Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-3 (File No. 333-288587) (the “Shelf Registration Statement”) in conformity with the requirements of the Securities Act which registers the sale of the Class A Ordinary Shares, which became effective on September 2, 2025, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Shelf Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Shelf Registration Statement or suspending or preventing the use of the Prospectus has been issued by the SEC and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the SEC. The Company was at the time of the filing of the Shelf Registration Statement eligible to use Form F-3. The Company is eligible to use Form F-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.5 of Form F-3.

(d) Capitalization. All issued and outstanding Class A Ordinary Shares of the Company have been duly authorized and validly issued and are fully paid and non-assessable, were issued in compliance with applicable U.S. and other applicable securities laws and were not issued in violation of any preemptive right, resale right or right of first refusal.

(e) No Conflicts. The execution, delivery and performance by the Company of the Transaction Documents, including the issuance of the Shares, will not (i) result in a violation of the Memorandum and Articles of Association of the Company in effect as of the date of this Agreement, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement to which the Company is a party, or (iii) result in a violation of any law applicable to the Company or by which any property or asset thereof is bound, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations under the Transaction Documents to which it is a party.

(f)  Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filing with the SEC of the Prospectus Supplement and (ii) such other filings as are required to be made under applicable federal and state securities laws.

(g) NYSE American Listing. The Class A Ordinary Shares are registered pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Class A Ordinary Shares are listed on NYSE American. The issuance and sale of the Class A Ordinary Shares under this Agreement and the transactions contemplated hereby do not contravene the rules and regulations of NYSE American.

(h) No Additional Representations. The Company makes no representations or warranties as to any matter whatsoever except as expressly set forth in the Transaction Documents or in any certificate delivered by the Company to the Purchaser in accordance with the terms thereof.

3. Representationsand Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a) Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Understandings or Arrangements. The Purchaser is acquiring the Class A Ordinary Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Class A Ordinary Shares (this representation and warranty not limiting the Purchaser’s right to sell the Class A Ordinary Shares pursuant to the Shelf Registration Statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Class A Ordinary Shares hereunder in the ordinary course of its business.

(c) Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Class A Ordinary Shares, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Class A Ordinary Shares and, at the present time, is able to afford a complete loss of such investment.

(d) Access to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and all reports, schedules, forms, statements and other documents filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement and, subject to the Company’s need to comply with Regulation FD, has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Class A Ordinary Shares and the merits and risks of investing in the Class A Ordinary Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

(e) General Solicitation. The Purchaser is not purchasing the Class A Ordinary Shares as a result of any advertisement, article, notice or other communication regarding the Class A Ordinary Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to our knowledge, any other general solicitation or general advertisement.

4. Confidentiality

(a) Each party hereto shall and shall cause its representatives to, unless otherwise required by applicable law or stock exchange rules, (i) keep confidential and shall not disclose to any person the existence and substance of any Transaction Document, the negotiations relating to any Transaction Document and any non-public information with respect to the foregoing (collectively, “Confidential Information”); provided, however, that each party and its respective representatives may disclose such information to their respective affiliates, permitted assignees, financing sources, partners, shareholders, senior management, employees, professional advisors, agents in each case only where such persons are bound by appropriate non-disclosure obligations and have agreed to maintain the confidentiality of such information. Nothing herein shall restrict the Company from making required disclosure as reasonably necessary.

(b) Confidential Information shall not include any information that is (i) previously known on a non-confidential basis by the receiving party or any of its representatives, (ii) in the public domain through no fault of such receiving party or any of its representatives, (iii) received from a person (other than the other party hereto or its representatives), so long as such person was not subject to a duty of confidentiality to that other party hereto, or (iv) developed independently by or on behalf of the receiving party or any of its representatives without reference to Confidential Information of the disclosing party.

5. Miscellaneous.

5.1 Termination. This Agreement may be terminated by the Company by written notice to the Purchaser if the Closing has not been consummated on or before September 9, 2025.

5.2 Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

5.3 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 6:00 p.m. (Singapore time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a business day or later than 6:00 p.m. (Singapore time) on any business day, (c) the second (2nd) business day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. Any amendment effected in accordance with this Section 5.5 shall be binding upon the Purchaser and holder of Class A Ordinary Shares and the Company.

5.6 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (other than by merger). The Purchaser may assign any or all of its rights under this Agreement to any person to whom such Purchaser assigns or transfers any Class A Ordinary Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred Class A Ordinary Shares, by the provisions of the Transaction Documents that apply to the “Purchaser.”

5.8 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

5.9 Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely in such State, without regard to the conflicts of laws principles thereof.

5.10 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

5.11 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.12 Remedies. The parties hereto acknowledge and agree that irreparable harm would occur for which money damages would not be an adequate remedy if any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that, in addition to any other remedies at law or in equity, each party hereto shall be entitled to injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement without posting any bond or other undertaking.

5.13 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and Class A Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions of the Class A Ordinary Shares that occur after the date of this Agreement.

[Remainderof page intentionally left blank; signature page follows]

[SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

The<br> Company:		The<br> Purchaser:
Ryde Group Ltd
By:		By:
Name:	Zou<br> Junming Terence	Name:
Title:	Chairman<br> and Chief Executive Officer	Title:
Address<br> for Notice:<br><br> <br><br><br> <br>Attention:<br><br> <br><br><br> <br>Email:<br><br> <br><br><br> <br>Number<br> of Class A Ordinary Shares:<br><br> <br><br><br> <br>Aggregate<br> Purchase Price:<br><br> <br><br><br> <br>Beneficial<br> Account Name:<br><br> <br><br><br> <br>Beneficial<br> Account Number:<br><br> <br><br><br> <br>DTC<br> Participant Name:<br><br> <br><br><br> <br>DTC<br> Participant Number:<br><br> <br><br><br> <br>DTC<br> Participant Contact Information:
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