F-1/A: Ryde Group Ltd Files Amendment for Initial Public Offering on NYSE American

Ryde Group Ltd, a Singapore-based super mobility app provider, has filed an amendment to its F-1 registration statement for its initial public offering of Class A Ordinary Shares on the NYSE American, aiming to raise capital for market expansion, technology development, and brand building.

Summary

• Ryde Group Ltd, a Cayman Islands-based company, has filed an amendment to its F-1 registration statement for an initial public offering (IPO) of Class A Ordinary Shares.
• The company intends to list its Class A Ordinary Shares on the NYSE American under the symbol RYDE.
• The IPO aims to offer 3,000,000 Class A Ordinary Shares with an anticipated price between US$4.00 and US$5.00 per share.
• Ryde Group operates in Singapore, providing mobility services (carpooling and ride-hailing) and quick commerce services (parcel delivery).
• The company's founder and CEO, Terence Zou, along with DLG Ventures Pte. Ltd., will maintain significant voting power through Class B Ordinary Shares, representing approximately 69.5% of the aggregate voting power after the offering.
• The company acquired Meili Technologies Pte. Ltd. in February 2023 to expand its quick commerce business.
• The company estimates net proceeds from the offering to be approximately US$11.1 million, which will be used for market expansion, research and development, marketing, and working capital.
• The company faces intense competition in the mobility and quick commerce sectors in Singapore.
• The company's independent auditor has expressed substantial doubt about its ability to continue as a going concern.
• The company is subject to various legal and regulatory risks in Singapore, including evolving laws related to mobility, data privacy, and gig economy regulations.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While there are positive aspects such as revenue growth and strategic acquisitions, the significant losses, auditor's concerns about going concern, and intense competition create a negative outlook.

Positives

• The company is actively expanding its service offerings in both mobility and quick commerce.
• The company's unique commission structure enhances customer and driver retention.
• The company has competitive technology and an experienced management team.
• The company is actively expanding its business to other countries through the continued replication of its successful business model.
• The company is actively expanding its business through acquisitions, joint ventures or strategic alliances.

Negatives

• The company is in an early stage of growth and may not achieve or sustain profitability.
• The company faces intense competition in the segments and market it serves.
• The company may not be able to continue to raise sufficient capital.
• The company's ability to achieve profitability is dependent on its ability to reduce the amount of driver partner and consumer incentives it pays relative to the commissions and fees it receives for its services.
• The company's independent registered public accounting firm expressed substantial doubt regarding its ability to continue as a going concern.
• The company is subject to numerous legal and regulatory risks that could have an adverse impact on its business and prospects.
• The company may be required to reclassify driver partners as employees or otherwise, or if driver partners and/or employees unionize, there may be adverse business, financial, tax, legal and other consequences.
• The company is a foreign private issuer within the meaning of the Exchange Act, and as such it is exempt from certain provisions applicable to United States domestic public companies.
• The company's dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.
• The company may not be able to declare dividends in the future.

Risks

• The company's business is still in an early stage of growth.
• The company faces intense competition across the segments and in the market it serves.
• The company may not be able to continue to raise sufficient capital or achieve or sustain profitability.
• The company's ability to achieve profitability is dependent on its ability to reduce the amount of driver partner and consumer incentives it pays relative to the commissions and fees it receives for its services.
• The company's independent registered public accounting firm expressed substantial doubt regarding its ability to continue as a going concern.
• The company's business is subject to numerous legal and regulatory risks that could have an adverse impact on its business and prospects.
• The company may be required to reclassify driver partners as employees or otherwise, or if driver partners and/or employees unionize, there may be adverse business, financial, tax, legal and other consequences.
• Security, privacy, or data breaches involving sensitive, personal or confidential information could also expose the company to liability under various laws and regulations, decrease trust in its platform, and increase the risk of litigation and governmental investigation.
• Improper, dangerous, illegal or otherwise inappropriate activity by consumers or driver partners or other third parties could harm the company's business and reputation and expose it to liability.
• The company relies significantly on third-party cloud infrastructure services providers and any disruption of or interference with the use of its services could adversely affect its business operations, financial performance, financial condition, results of operations and prospects.
• The company's business depends upon the interoperability of its mobile app and platform with different devices, operating systems and third-party software that it does not control.
• The company relies on the Land Transport Authority of Singapore for the validity of certain licences.
• Increases in fuel, energy, and other costs could adversely affect the company.
• An active trading market for the company's Class A Ordinary Shares may not be established or, if established, may not continue and the trading price for its Class A Ordinary Shares may fluctuate significantly.
• The company may not maintain the listing of its Class A Ordinary Shares on the NYSE American which could limit investors ability to make transactions in its Class A Ordinary Shares and subject it to additional trading restrictions.
• The trading price of the company's Class A Ordinary Shares may be volatile, which could result in substantial losses to investors.
• The company is a foreign private issuer within the meaning of the Exchange Act, and as such it is exempt from certain provisions applicable to United States domestic public companies.
• You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because the company is incorporated under Cayman Islands law.
• Future issuance of Shares by the company and sale of Shares by its and/or by its existing shareholders may adversely affect the price of its Class A Ordinary Shares.
• The company's dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of its Class A Ordinary Shares may view as beneficial.
• You will incur immediate dilution and may experience further dilution in the net tangible book value of your Class A Ordinary Shares.
• The conversion of by the holders of Class B Ordinary Shares into Class A Ordinary Shares will result in a dilution of the percentage ownership of the existing holders of Class A Ordinary Shares within their class of ordinary shares.
• The company may not be able to declare dividends in the future.

Future Outlook

The company intends to develop its business and strengthen brand loyalty by implementing the following strategies: actively expand service offering portfolio; expand its business to other countries through the continued replication of its successful business model; and expansion of its business through acquisitions, joint ventures or strategic alliances.

Management Comments

• Our vision is to become a Super mobility app where multiple mobility tools can be accessed and function seamlessly out of a single app, offering ultimate convenience and reliability for our customers.
• Through the power of technology, we are committed to positively impact the lives of all drivers by revolutionizing the way people and goods move.

Industry Context

The mobility market in Singapore is expected to grow significantly, driven by the return to normal life post-pandemic, changing consumer preferences, and the high cost of car ownership. The quick commerce market is also expected to increase, fueled by consumption habits formed during the COVID-19 pandemic and the improvement of internet infrastructure.

Comparison to Industry Standards

• The mobility market in Singapore is highly concentrated, with the top 5 players accounting for 95.2% of the market share.
• Key competitors in the mobility segment include ComfortDelGro, TADA, Gojek, and Grab.
• The quick commerce industry in Singapore is relatively concentrated, with the top 10 players contributing around 97.0% market share in terms of GMV in 2022.
• Company A (unnamed in the document but likely Grab) is the largest quick commerce group, benefiting from its large user pool, which contributed 46.2% market share in terms of GMV in 2022.
• The company is one of the top 10 quick commerce groups in Singapore in terms of GMV in 2022.

Related Party Transactions

• In December 2021, Ryde Tech entered into a shareholders loan agreement with DLG, with a principal amount of S$2,000,000.
• In March 2023, Ryde Tech entered into a shareholders loan agreement with DLG with a principal amount of S$2,000,000.
• An advance of S$850,000 (unaudited) was received from DLG during the last quarter of 2023.

Stakeholder Impact

• Shareholders will experience immediate dilution in net tangible book value.
• Shareholders' ability to influence corporate matters is limited due to the dual-class voting structure.
• Employees may benefit from the company's growth and expansion plans.
• Customers may benefit from the company's focus on providing convenient and reliable mobility and quick commerce services.
• Driver partners may benefit from the company's efforts to provide flexible income opportunities and attractive earnings potential.

Next Steps

• The company intends to list its Class A Ordinary Shares on the NYSE American under the symbol RYDE.
• The company plans to use the net proceeds of this offering as follows: approximately 15% for market expansion in Southeast Asia and other countries, such as Australia and New Zealand; approximately 20% for research and development of technology products and services offerings on mobile and web-based platforms; approximately 20% for marketing and brand building activities; and the remainder for working capital and other general corporate purposes.

Key Dates

Keywords

IPO, Ryde, mobility, quick commerce, ride-hailing, carpooling, Singapore, NYSE American, Class A Ordinary Shares, initial public offering